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    C4 Therapeutics Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    6/18/25 4:50:11 PM ET
    $CCCC
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $CCCC alert in real time by email
    cccc-20250618
    0001662579false12/3100016625792025-06-182025-06-18

    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 18, 2025
    _________________________________________________________________
    C4 THERAPEUTICS, INC.
    (Exact name of Registrant as Specified in Its Charter)
    _________________________________________________________________
    Delaware001-3956747-5617627
    (State or Other Jurisdiction
    of Incorporation)
    (Commission File Number)
    (IRS Employer
    Identification No.)
    490 Arsenal Way,   Suite 120
    Watertown,  MA
    02472
    (Address of Principal Executive Offices)(Zip Code)
    Registrant’s Telephone Number, Including Area Code: (617) 231-0700
    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:
    oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    oPre-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 shareCCCCThe 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 o
    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. o
     



    Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
    On June 18, 2025, C4 Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As further described in Item 5.07 to this Current Report on Form 8-K, at the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Fifth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 to 300,000,000. On June 18, 2025, the Company filed a Certificate of Amendment to the Company’s Fifth Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware and the Certificate of Amendment became effective on filing. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
    Item 5.07 Submission of Matters to a Vote of Security Holders.
    The Company held its Annual Meeting on June 18, 2025. At the Annual Meeting, the Company’s stockholders considered and voted on the four proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on April 29, 2025. The final voting results are set forth below.
    a) The stockholders of the Company elected each of Ronald Harold Wilfred Cooper, Donna Grogan, M.D., and Steven Hoerter as Class II directors, to hold office until the 2028 annual meeting of stockholders and until their respective successors have been duly elected and qualified or until his or her earlier resignation or removal. The results of the stockholders’ vote with respect to the election of the Class II directors were as follows:
    ForWithheldBroker Non-Votes
    Ronald Harold Wilfred Cooper38,963,56110,829,44310,514,206
    Donna Grogan, M.D.42,592,1707,200,83410,514,206
    Steven Hoerter49,604,182188,82210,514,206
    b) The stockholders of the Company cast a non-binding, advisory vote to approve the compensation of the Company’s named executive officers. The results of the stockholders’ vote with respect to this proposal were as follows:
    ForAgainstAbstainBroker Non-Votes
    48,851,725889,71151,56810,514,206
    c) The stockholders of the Company ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the stockholders’ vote with respect to this ratification proposal were as follows:
    ForAgainstAbstainBroker Non-Votes
    60,179,54079,87147,7990
    d) The Company’s stockholders approved the amendment to the Company’s Fifth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 to 300,000,000. The results of the stockholders’ vote with respect to this proposal were as follows:
    ForAgainstAbstainBroker Non-Votes
    39,547,13620,664,89695,1780
    No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting
    Item 9.01 Financial Statements and Exhibits.
    (d) Exhibits. The exhibits shall be deemed to be filed or furnished, depending on the relevant item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K (17 CFR 229.601) and Instruction B.2 to this form.
    Exhibit
    Number
    Description
    3.1
    Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation
    104Cover 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 thereunto duly authorized.
    C4 Therapeutics, Inc.
    Date: June 18, 2025
    By:/s/ Jolie M. Siegel
    Jolie M. Siegel
    Chief Legal Officer and Secretary

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