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DYN · Current Report (Form 8-K) · Filed June 8, 2026

Dyne Therapeutics Inc — Current Report (Form 8-K)

Form
8-K
Filed
June 8, 2026
Period
Jun 5, 2026
Ticker
DYN
Accession
0001193125-26-261696
Dyne Therapeutics Inc on Boardroom AlphaView on SEC EDGAR
Boardroom Alpha · Filing insights

Stockholders elected three Class III directors; approved increases in authorized shares and officer exculpation, plus say-on-pay and auditor ratification.

About Dyne Therapeutics Inc
Market cap
$4.9B
1Y TSR
+117.5%
3Y TSR
+32.6%
Board grade
C-
Sector
Healthcare
CEO
John Cox
Last annual meeting: Jun 5, 2026 · View full Dyne Therapeutics Inc profile →
8-K

 

 

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 5, 2026

 

Dyne Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

001-39509

36-4883909

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

 

1560 Trapelo Road

Waltham, Massachusetts

 

02451

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (781) 786-8230

Not applicable

(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, $0.0001 par value per share

DYN

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 5, 2026, Dyne Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). The following is a summary of the matters voted on at the 2026 Annual Meeting.

a)
The stockholders of the Company elected David Lubner, Brian Posner and Jason Rhodes as Class III directors, each to serve for a three-year term expiring at the 2029 annual meeting of stockholders and until his respective successor has been duly elected and qualified. The results of the stockholders’ vote with respect to such matter were as follows:

 

Name

 

For

 

Withheld

 

Broker Non-Votes

David Lubner

 

136,331,376

 

12,741,582

 

9,669,965

Brian Posner

 

148,535,323

 

537,635

 

9,669,965

Jason Rhodes

 

130,313,227

 

18,759,731

 

9,669,965

 

b)
The stockholders of the Company approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The results of the stockholders’ vote, on a non-binding advisory basis, with respect to such matter were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

147,732,142

 

1,279,302

 

61,514

 

9,669,965

 

c)
The stockholders of the Company approved an amendment to the Company’s restated certificate of incorporation to increase the number of authorized shares of common stock from 200,000,000 shares to 400,000,000 shares (the “Authorized Shares Amendment”). The results of the stockholders' vote with respect to such matter were as follows:

 

For

 

Against

 

Abstain

157,762,168

 

913,118

 

67,637

 

The Company filed a certificate of amendment to its restated certificate of incorporation with the Secretary of State of the State of Delaware on June 8, 2026, to effect the Authorized Shares Amendment.

d)
The stockholders of the Company approved an amendment to the Company’s restated certificate of incorporation to provide for officer exculpation (the “Officer Exculpation Amendment”). The results of the stockholders' vote with respect to such matter were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

136,735,765

 

12,310,752

 

26,441

 

9,669,965

 

The Company filed a certificate of amendment to its restated certificate of incorporation with the Secretary of State of the State of Delaware on June 8, 2026, to effect the Officer Exculpation Amendment.

 

e)
The stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the stockholders’ vote with respect to such matter were as follows:

 

For

 

Against

 

Abstain

158,690,016

 

25,660

 

27,247

 

 

 

SIGNATURES

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

 

 

 

 

 

 

 

 

 

DYNE THERAPEUTICS, INC.

 

 

 

Date: June 8, 2026

By:

/s/ John G. Cox

 

 

Name:

John G. Cox

 

 

Title:

President and Chief Executive Officer

 

 

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Reference

Frequently asked questions

When did Dyne Therapeutics Inc file this 8-K?
Dyne Therapeutics Inc (DYN) filed this Current Report (Form 8-K) with the SEC on June 8, 2026. The accession number assigned by EDGAR is 0001193125-26-261696.
What does an 8-K disclose?
Form 8-K is the SEC's current-report form, used to disclose material events between periodic reports (10-K / 10-Q). Triggers include CEO/CFO departures, acquisitions, bankruptcies, earnings releases, auditor changes, changes in fiscal year, and amendments to corporate governance. Each 8-K is keyed to one or more Item numbers (1.01 through 9.01).
What is the key takeaway from this filing?
Stockholders elected three Class III directors; approved increases in authorized shares and officer exculpation, plus say-on-pay and auditor ratification. This is Boardroom Alpha's one-line summary of the current report; see the full filing text above for the formal disclosure.
What Item codes does an 8-K cover?
An 8-K's Item codes (1.01 through 9.01) specify what kind of event is being disclosed — e.g. Item 1.01 for entering a material agreement, Item 5.02 for departure/election of directors and executive officers, Item 8.01 for other events. The Item codes for this 8-K appear in the filing text above.
Where can I find Dyne Therapeutics Inc's prior current reports on EDGAR?
The SEC EDGAR browser lists every 8-K Dyne Therapeutics Inc has filed under CIK 1818794, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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