fhtx-20260624
Date: June 24, 2026
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 24, 2026
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Foghorn Therapeutics Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-39634 | 47-5271393 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| 99 Coolidge Avenue Suite 500 | |||||||||||||||||||||||
Watertown, | MA | 02472 | |||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||||||||
(Registrant’s telephone number, including area code): (617) 586-3100
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:
| ☐ | 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 | FHTX | The Nasdaq Global 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 24, 2026, Foghorn Therapeutics Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The following proposals were submitted to the Company’s stockholders at the Annual Meeting:
(i) To elect Douglas Cole, M.D., Balkrishan (Simba) Gill, Ph.D., and B. Lynne Parshall as Class III directors, each for a three-year term;
(ii) To ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026;
(iii) To approve, on an advisory basis, the compensation of the Company's named executive officers; and
(iv) To approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company's named executive officers.
The proposals are described in detail in the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission on April 30, 2026.
The number of shares of common stock entitled to vote at the Annual Meeting was 58,713,922. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 51,708,896. The final votes regarding each proposal are set forth below:
(i) Election of directors.
The stockholders of the Company elected each of the following director nominees to serve until the 2029 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.
Director Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| Douglas Cole, M.D. | 35,118,798 | 10,987,092 | 5,562 | 5,597,444 | ||||||||||
| Simba Gill, Ph.D. | 45,956,872 | 151,145 | 3,435 | 5,597,444 | ||||||||||
| B. Lynne Parshall | 44,412,258 | 1,695,530 | 3,664 | 5,597,444 | ||||||||||
(ii) Ratification of appointment of independent registered public accounting firm.
The stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the Company's independent public accounting firm for the fiscal year ending December 31, 2026.
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 51,661,238 | 47,431 | 227 | 0 | ||||||||
(iii) Approval, on an advisory basis, of Foghorn's named executive officers.
The stockholders of the Company approved, on an advisory basis, the compensation paid to the Company's named executive officers.
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 45,637,005 | 468,947 | 5,500 | 5,597,444 | ||||||||
(iv) Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of Foghorn's named executive officers.
The stockholders of the Company approved, on an advisory basis, the frequency of one year for future advisory votes on executive compensation.
One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||||||||
| 45,574,407 | 3,577 | 520,621 | 12,847 | 5,597,444 | ||||||||||
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.
FOGHORN THERAPEUTICS INC. | |||||||||||
| By: | /s/ Ryan Maynard | ||||||||||
| Ryan Maynard | |||||||||||
| Chief Financial Officer | |||||||||||