Prime Medicine Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$PRME
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 4, 2025, Prime Medicine, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”) in a virtual meeting format via live webcast. Proxies were solicited pursuant to the Company’s definitive proxy statement (the “Proxy Statement”) filed on April 22, 2025 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. As of the close of business on April 8, 2025, the record date for the Annual Meeting, the number of shares of the Company’s common stock, $0.00001 par value per share (“Common Stock”), outstanding and entitled to vote at the Annual Meeting was 131,160,842. The number of shares of Common Stock present in person or by remote communication, if applicable, or represented by valid proxy at the Annual Meeting was 98,093,739, thus establishing a quorum for the transaction of business at the Annual Meeting. Shares present virtually during the Annual Meeting were considered shares of Common Stock represented in person at the Annual Meeting. Each share of Common Stock was entitled to one vote with respect to matters submitted to the Company’s stockholders at the Annual Meeting.
At the Annual Meeting, the Company’s stockholders voted on the following matters, all of which were described in the Proxy Statement: (i) to elect Thomas Cahill, M.D., Ph.D. and Robert Nelsen as Class III Directors, each to serve until the Company’s 2028 annual meeting of stockholders, and until his respective successor shall have been duly elected and qualified, or until his earlier death, resignation or removal (“Proposal 1”) and (ii) to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (“Proposal 2”). The final voting results are set forth below.
Proposal 1 – Each of the following nominees was elected as a Class III Director to serve until the Company’s 2028 annual meeting of stockholders, and until his respective successor shall have been duly elected and qualified, or until his earlier death, resignation or removal, based on the following votes:
Class III Director Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
Thomas Cahill, M.D., Ph.D. | 74,446,103 | 8,336,569 | 15,311,067 | |||||||||||||||||
Robert Nelsen | 70,607,668 | 12,175,004 | 15,311,067 | |||||||||||||||||
Proposal 2 – The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified, based on the following votes:
| For | Against | Abstentions | ||||||||||||
| 98,008,974 | 42,555 | 42,210 | ||||||||||||
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.
Date: June 5, 2025
By: | /s/ Allan Reine | ||||
Name: | Allan Reine, M.D. | ||||
Title: | Chief Executive Officer | ||||