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): May 13, 2025

MEREO BIOPHARMA GROUP PLC

(Exact name of registrant as specified in its charter)

4th Floor, One Cavendish Place,

London, W1G 0QF

United Kingdom

(Address of principal executive offices, including zip code)

+44-333-023-7300

(Registrant’s telephone number, including area code)

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:

*Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market LLC.

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 May 13, 2025, Mereo BioPharma Group plc (the “Company”) held its 2025 Annual General Meeting of Shareholders (the “AGM”), and all resolutions were passed as proposed (except for Resolution 6, as further described below). Of the ordinary shares entitled to vote, there were 624,188,662 ordinary shares represented in person or by proxy at the AGM. The matters voted upon at the AGM, and the final results of such voting are set forth below. A “vote withheld” is not a vote in law and votes withheld had no effect on the proposals.

Resolution 1

That the Company’s annual report and accounts for the year ended December 31, 2024, together with the directors’ report and independent auditor’s report thereon, be received and adopted.

Resolution 2

That PricewaterhouseCoopers LLP (“PwC”) be re-appointed as auditors to hold office from the conclusion of the AGM until the conclusion of the next AGM at which the Company’s annual report and accounts are presented.

Resolution 3

That the Company’s Audit and Risk Committee be authorized to determine PwC’s remuneration.

Resolution 4

That the directors’ remuneration report (excluding the directors’ remuneration policy), as set out in the Company’s annual report and accounts for the year ended December 31, 2024, be approved.

Resolution 5

That the compensation of the Company’s named executive officers be approved, on an advisory (non-binding) basis.

Resolution 6

That the frequency of future advisory votes on the compensation of the Company’s named executive officers be approved, on an advisory (non-binding) basis.

Based on the results set forth in Resolution 6 above, the Company’s Board of Directors has determined that advisory votes on executive compensation will be submitted to shareholders on an annual basis until the next advisory vote on the frequency of shareholder votes on executive compensation, which will occur not later than the Company’s AGM in 2031.

Resolution 7

That Dr. Deepika Pakianathan be re-appointed as a director of the Company.

Resolution 8

That Dr. Pierre Jacquet be re-appointed as a director of the Company.

Resolution 9

That Michael Wyzga be re-appointed as a director of the Company.

Based on the foregoing votes, the shareholders approved Resolutions 1, 2, 3, 4 and 5 and re-elected each of Dr. Deepika Pakianathan, Dr. Pierre Jacquet and Michael Wyzga.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.