Shareholders of Enliven (NASDAQ: ELVN) back 200M share increase

What were the voting results on Enliven Therapeutics’ share increase proposal?

Rhea-AI Filing Summary

FAQ

Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

What charter change did Enliven Therapeutics (ELVN) stockholders approve?

Which directors were elected at Enliven Therapeutics’ 2026 annual meeting?

Who is Enliven Therapeutics’ independent auditor for 2026?

How did Enliven Therapeutics (ELVN) stockholders vote on executive compensation?

How often will Enliven Therapeutics hold future say-on-pay votes?

The proposal to increase authorized common shares to 200,000,000 received 54,711,846 votes for, 373,215 against, and 1,053,724 abstentions, with no broker non‑votes. This approval allowed Enliven to file a Certificate of Amendment implementing the higher authorization level.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Enliven Therapeutics, Inc. reported the results of its annual stockholder meeting and an amendment to its charter. Stockholders approved increasing authorized common stock from 100,000,000 to 200,000,000 shares, and the company filed a Certificate of Amendment making total authorized capital 210,000,000 shares.

Two Class III directors, Richard Fair and Lori Kunkel, were elected to terms ending at the 2029 meeting. Stockholders ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026, approved executive compensation on an advisory basis, and supported holding future say‑on‑pay votes every year.

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Authorized common stock: 200,000,000 shares Total authorized capital: 210,000,000 shares Votes for share increase: 54,711,846 shares +3 more

6 metrics

Authorized common stock 200,000,000 shares Authorized common stock after charter amendment

Total authorized capital 210,000,000 shares All classes of stock authorized in amended charter

Votes for share increase 54,711,846 shares Proposal to increase authorized common stock

Votes for auditor ratification 56,119,493 shares Ratification of Deloitte & Touche LLP for 2026

Say-on-pay support 47,572,153 shares Advisory approval of executive compensation

One-year frequency votes 49,028,648 shares Preferred frequency of future say-on-pay votes

Certificate of Amendment, authorized shares of common stock, independent registered public accounting firm, broker non-votes, +1 more

5 terms

Certificate of Amendment regulatory

"the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

authorized shares of common stock financial

"to increase the Company’s Authorized Shares of Common Stock from 100,000,000 Shares to 200,000,000 Shares"

The authorized shares of common stock are the maximum number of ordinary shares a company is legally allowed to create, as set in its charter. Think of it like the total number of seats a company is allowed to put on a bus: the company can sell or reserve some seats now and run others later, and that upper limit matters to investors because it determines how much the company can dilute existing ownership, raise cash, or grant shares for acquisitions and employee pay.

independent registered public accounting firm financial

"the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes regulatory

"Withheld | | | Broker Non-Votes | ----------------------------------------------------------------------"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory (non-binding) vote regulatory

"Approval, in an Advisory (Non-binding) Vote, the Compensation of the Company’s Named Executive Officers"

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Understanding 8-K Material Events →

06/09/2026 - 05:32 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2026

Enliven Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39247

81-1523849

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


205 Park Road
Burlingame, CA		94010
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 650-547-5814

6200 Lookout Road

Boulder, Colorado

80301

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.001 per share

ELVN

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Enliven Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 9, 2026. On June 9, 2026, following stockholder approval, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”), to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000, which amendment was effective as of the date of filing. Specifically, the Certificate of Amendment amended the first three paragraphs of Article FOURTH of the Amended and Restated Certificate of Incorporation, as amended, to read as follows:

“FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 210,000,000 shares, consisting of

(i)

200,000,000 shares of Common Stock, $0.001 par value per share (“Common Stock”) and

(ii)

10,000,000 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”).”

The summary above is wholly qualified by the complete text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The information set forth in Item 5.03 above is incorporated by reference herein. The matters voted upon at the Annual Meeting and the voting results for each proposal are set forth below.

Proposal 1: Election of Two Class III Directors


Name of Director	For		Withheld		Broker Non-Votes
Richard Fair, M.B.A.		50,534,439		152,188		5,452,158
Lori Kunkel, M.D.		32,788,330		17,898,297		5,452,158

Each director nominee was duly elected to serve until the 2029 annual meeting of stockholders or until their successor is duly elected and qualified or until their earlier death, resignation or removal.

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm


For	Against	Abstain	Broker Non-Votes
56,119,493	795	18,497	0

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Proposal 3: Amendment to the Amended and Restated Certificate of Incorporation, as Amended, to Increase the Company’s Authorized Shares of Common Stock from 100,000,000 Shares to 200,000,000 Shares


For	Against	Abstain	Broker Non-Votes
54,711,846	373,215	1,053,724	0

The stockholders approved the amendment to the Amended and Restated Certificate of Incorporation, as amended, to increase the Company’s authorized shares of common stock from 100,000,000 shares to 200,000,000 shares.

Proposal 4: Approval, in an Advisory (Non-binding) Vote, the Compensation of the Company’s Named Executive Officers as Disclosed in the Proxy Statement


For	Against	Abstain	Broker Non-Votes
47,572,153	3,093,447	21,027	5,452,158

The stockholders approved, in an advisory (non-binding) vote, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement.

Proposal 5: Approval, in an Advisory (Non-Binding) Vote, of the Frequency of Future Stockholder Advisory Votes on the Compensation of the Company’s Named Executive Officers


One Year	Two Years	Three Years	Abstain	Broker Non-Votes
49,028,648	1,048,220	591,775	17,984	5,452,158

The stockholders approved, in an advisory (non-binding) vote, for the frequency of future stockholder advisory votes regarding the compensation of the Company’s named executive officers to be held every one year. In accordance with the recommendation of the Company’s board of directors and the voting results of the Company’s stockholders on this non-binding, advisory vote, the Company will hold an advisory (non-binding) vote on the compensation of the Company’s named executive officers on an annual basis. The next required non-binding, advisory vote on the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers will take place no later than the Company’s annual meeting of stockholders in 2032.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as Amended, of Enliven Therapeutics, Inc.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

Stockholders approved increasing Enliven’s authorized common stock from 100,000,000 to 200,000,000 shares. The Certificate of Amendment set total authorized capital at 210,000,000 shares, giving the company more flexibility to issue common stock in the future if it chooses.

Stockholders elected Richard Fair, M.B.A., and Lori Kunkel, M.D., as Class III directors. Each will serve until the 2029 annual meeting, or until a successor is elected and qualified, or earlier death, resignation, or removal under the company’s governance documents.

Stockholders ratified Deloitte & Touche LLP as Enliven Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote received strong support, with 56,119,493 shares voting for, 795 against, and 18,497 abstaining, and no broker non‑votes.

In an advisory say‑on‑pay vote, 47,572,153 shares voted for Enliven’s named executive officer compensation, 3,093,447 against, and 21,027 abstained, with 5,452,158 broker non‑votes. This approval reflects stockholder support for the compensation programs disclosed in the company’s proxy statement.

Stockholders indicated a preference to hold future advisory votes on executive compensation every one year. The one‑year frequency received 49,028,648 votes, more than two‑ or three‑year options. The company plans to hold annual say‑on‑pay votes until the next required frequency vote by 2032.

Enliven Therapeutics, Inc.

Date: June 9, 2026

/s/ Richard Fair

Richard Fair

President and Chief Executive Officer

5 documents