Disc Medicine Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

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

DISC MEDICINE, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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 11, 2025, Disc Medicine, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). 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 Securities and Exchange Commission on April 24, 2025 (the "Proxy Statement"). The final voting results are set forth below.

Proposal 1 - Election of Class II Director Nominees

The stockholders of the Company elected Georges Gemayel, Ph.D., Mark Chin, M.S., M.B.A. and Liam Ratcliffe, M.D., Ph.D. as Class II directors of the Company, for a three-year term ending at the annual meeting of stockholders to be held in 2028 and until their successors have been duly elected and qualified, or until their earlier death, resignation or removal. The results of the stockholders’ vote with respect to the election of the Class II directors were as follows:

Proposal 2 - Approval, on a Non-Binding, Advisory Basis, of the Compensation Paid to the Company's Named Executive Officers

The stockholders of the Company approved, on a non-binding, advisory basis, the compensation paid to the Company's named executive officers as described in the Proxy Statement. The results of the stockholders’ vote with respect to the approval, on a non-binding, advisory basis, of the compensation paid to the Company's named executive officers were as follows:

Proposal 3 - Recommendation, by a Non-Binding Advisory Vote, of the Frequency of Future Advisory Votes on the Compensation Paid to the Company's Named Executive Officers

The stockholders of the Company recommended, on a non-binding, advisory basis, that future advisory votes to approve the compensation paid to the Company's named executive officers be held every year. The results of the stockholders’ vote with respect to the recommendation, on a non-binding, advisory basis, of the frequency of future advisory votes on the compensation paid to the Company's named executive officers were as follows:

After taking into consideration the foregoing voting results and the board of directors' prior recommendation in favor of holding future advisory stockholder votes on the compensation of the Company’s named executive officers every year, the board of directors has determined that the Company will hold advisory stockholder votes on the compensation of the Company’s named executive officers every year, until the earlier of (i) the next required advisory stockholder vote on the frequency of an advisory vote on the compensation of the Company’s named executive officers, which is currently expected to be held at the Company's 2031 annual meeting of stockholders; or (ii) such date that the board of directors decides to hold the next advisory stockholder vote on the frequency of an advisory vote on the compensation of the Company’s named executive officers.

Proposal 4 – Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm

The stockholders of the Company ratified the appointment of Ernst & Young 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 such ratification were as follows:

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.