Immunovant Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$IMVT
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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): August 27, 2025
(Exact name of Registrant as specified in its Charter)
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Registrant’s telephone number, including area code: (917 ) 580-3099
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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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 ☐
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 27, 2025, Immunovant, Inc. (“Immunovant”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). There were 165,885,480 shares of common stock and Series A preferred stock represented at the Annual Meeting by valid proxies or voted at the Annual Meeting, which was approximately 97% of the shares of common stock and Series A preferred stock entitled to vote at the Annual Meeting. At the Annual Meeting, Immunovant’s stockholders voted on the three proposals set forth below. A more detailed description of each proposal is set forth in Immunovant’s definitive proxy statement for the Annual Meeting (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on July 9, 2025.
Proposal 1 – Election of Directors
Jacob Bauer, Douglas Hughes and Robert Susman were each elected to serve as a member of Immunovant’s Board of Directors (the “Board”), until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified, by the following votes:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Jacob Bauer | 152,051,231 | 8,193,169 | 5,641,080 | |||||||||||||||||
| Douglas Hughes | 143,417,281 | 16,827,119 | 5,641,080 | |||||||||||||||||
| Robert Susman | 159,234,780 | 1,009,620 | 5,641,080 | |||||||||||||||||
Proposal 2 – Ratification of the Selection of Independent Registered Public Accounting Firm
The stockholders ratified the selection by the Audit Committee of the Board of Ernst & Young LLP as Immunovant’s independent registered public accounting firm for the fiscal year ending March 31, 2026, by the following votes:
| Votes For | Votes Against | Votes Abstain | ||||||||||||
| 165,422,634 | 7,237 | 455,609 | ||||||||||||
Proposal 3 - Approval, on a Non-Binding Advisory Basis, of the Compensation of Immunovant’s Named Executive Officers
The stockholders approved, on a non-binding advisory basis, the compensation of Immunovant’s named executive officers, as disclosed in the Proxy Statement, including the compensation tables and related narrative disclosures, by the following votes:
| Votes For | Votes Against | Votes Abstain | Broker Non-Votes | |||||||||||||||||
| 158,995,232 | 1,244,731 | 4,437 | 5,641,080 | |||||||||||||||||
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.
| IMMUNOVANT, INC. | |||||||||||
| By: | /s/ Tiago Girao | ||||||||||
| Tiago Girao | |||||||||||
| Chief Financial Officer | |||||||||||
| Date: August 28, 2025 | |||||||||||