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 4, 2026
Scholar Rock Holding Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware | | 001-38501 | | 82-3750435 |
(State or Other Jurisdiction of | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
301 Binney Street, 3rd Floor, Cambridge, MA 02142
(Address of Principal Executive Offices) (Zip Code)
(857) 259-3860
(Registrant’s telephone number, including area code)
(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:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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 | SRRK | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 4, 2026, Scholar Rock Holding Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) to consider and vote on the three proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 22, 2026. The final voting results are set forth below.
Proposal 1 – Election of Directors
The stockholders elected each of the persons named below to serve as a Class II director of the Company for a three-year term that expires at the Company’s annual meeting of stockholders in 2029 and until their successors, if any, are duly elected and qualified, subject to their earlier death, resignation or removal. The results of such vote were as follows:
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Director Name |
| Votes For | | Votes Withheld |
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David Hallal |
| 95,951,390 | | 14,916,507 |
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Kristina Burow |
| 90,456,354 | | 20,411,543 |
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Michael Gilman, Ph.D. |
| 86,753,433 | | 24,114,464 | | |
Katie Peng |
| 96,269,103 | | 14,598,794 | | |
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
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. The results of such vote were as follows:
Votes For |
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| Votes Against |
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| Abstentions | |||
| 113,411,438 | 764,548 | 500,031 | ||||||
Proposal 3 – Approval of the Compensation of the Company’s Named Executive Officers on a Non-Binding, Advisory Basis
The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The results of such vote were as follows:
Votes For |
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| Votes Against |
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| Abstentions | |||
| 68,280,961 | 42,455,921 | 131,015 | ||||||
SIGNATURE
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.
| Scholar Rock Holding Corporation | |
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Date: June 4, 2026 | By: | /s/ Junlin Ho |
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| Junlin Ho |
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| General Counsel & Corporate Secretary |