8-K

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 5, 2025

WAVE LIFE SCIENCES LTD.

(Exact name of registrant as specified in its charter)

Singapore

001-37627

98-1356880

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


7 Straits View #12-00, Marina One
East Tower
Singapore		018936
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +65 6236 3388

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:

Title of each class

Trading

symbol

Name of each exchange

on which registered

$0 Par Value Ordinary Shares

WVE

The Nasdaq Global 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 ☐

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On August 5, 2025, the shareholders of Wave Life Sciences Ltd. (the “Company”) approved an amendment to the Company’s 2021 Equity Incentive Plan, as amended (the “Amended 2021 Equity Incentive Plan”), that increases the number of ordinary shares authorized for issuance of awards under the Amended 2021 Equity Incentive Plan by 8,000,000 shares.

A detailed summary of the material features of the Amended 2021 Equity Incentive Plan is set forth in the Company’s definitive proxy statement for its 2025 Annual General Meeting of Shareholders (the “Annual Meeting”) filed with the Securities and Exchange Commission on June 23, 2025 (the “Proxy Statement”). That summary and the foregoing description are qualified in their entirety by reference to the text of the Amended 2021 Equity Incentive Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

(a)

On August 5, 2025, the Company held its 2025 Annual General Meeting of Shareholders. Of the 159,227,061 ordinary shares issued and outstanding and eligible to vote as of the meeting date of August 5, 2025, a quorum of 145,170,578 ordinary shares, or 91.17%, of the eligible shares, was present in person or represented by proxy at the Annual Meeting.

(b)	The following actions were taken at the Annual Meeting, all of which are described in the Proxy Statement. The final voting results for each of the proposals voted upon at the Annual Meeting are set forth below.

Proposal 1 (a) – (i)- Shareholders re-elected nine of the Company’s existing directors to the Board of Directors to serve until the Company’s 2026 Annual General Meeting of Shareholders and until their successor is duly elected and qualified, with the final votes cast as follows:


Board of Directors Nominee	For		Against		Abstain		Broker Non-Vote
Paul B. Bolno, M.D., MBA		129,131,201		1,501,235		8,680	14,529,462
Mark H.N. Corrigan, M.D.		129,548,443		1,084,930		7,743	14,529,462
Christian Henry		111,549,230		19,074,532		17,354	14,529,462
Peter Kolchinsky, Ph.D.		130,188,145		444,723		8,248	14,529,462
Adrian Rawcliffe		130,337,320		285,647		18,149	14,529,462
Ken Takanashi		124,467,167		6,024,248		149,701	14,529,462
Aik Na Tan		130,362,062		269,697		9,357	14,529,462
Gregory L. Verdine, Ph.D.		130,098,845		521,198		21,073	14,529,462
Heidi L. Wagner, J.D.		125,980,141		4,281,064		379,911	14,529,462

Proposal 2- Shareholders approved the re-appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm and independent Singapore auditor for the year ending December 31, 2025, and to authorize the Audit Committee of the Board of Directors to fix KPMG LLP’s remuneration for services provided through the date of the Company’s 2026 Annual General Meeting of Shareholders, with the final votes cast as follows:


For	Against	Abstain	Broker Non-Vote
144,541,282	619,542	9,754	0

Proposal 3- Shareholders approved the Company’s payment of cash and equity-based compensation to the Company’s non-employee directors for their service on the Board of Directors and its committees, in the manner and on the basis set forth in the Proxy Statement, with the final votes cast as follows:


For	Against	Abstain	Broker Non-Vote
130,474,503	155,613	11,000	14,529,462

Proposal 4- Shareholders approved the amendment to the Company’s 2021 Equity Incentive Plan, as amended, in the manner and on the basis set forth in the Proxy Statement, with the final votes cast as follows:


For	Against	Abstain	Broker Non-Vote
105,936,049	24,647,485	57,582	14,529,462

Proposal 5- Shareholders approved a general authorization for the directors of the Company to allot and issue ordinary shares of the Company, in the manner and on the basis set forth in the Proxy Statement, with the final votes cast as follows:


For	Against	Abstain	Broker Non-Vote
102,173,940	28,413,704	53,472	14,529,462

Proposal 6- Shareholders approved on a non-binding, advisory basis only, the compensation of the Company’s named executive officers, in the manner and on the basis set forth described in the Proxy Statement, with the final votes cast as follows:


For	Against	Abstain	Broker Non-Vote
129,648,036	977,466	15,614	14,529,462

Proposal 7- Shareholders approved on a non-binding, advisory basis only, holding future votes on the compensation of the Company’s named executive officers every year, with the final votes cast as follows:


One Year	Two Years	Three Years	Abstain	Broker Non-Vote
130,240,461	24,770	361,388	14,497	14,529,462

After taking into consideration the foregoing voting results and the prior recommendation of the Company’s Board of Directors in favor of an annual shareholder advisory vote on the compensation of the Company’s named executive officers, the Board of Directors intends to hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next required shareholder vote on the frequency of such advisory vote.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

10.1+		Wave Life Sciences Ltd. 2021 Equity Incentive Plan, as amended

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

+	Indicates management contract or compensatory plan or arrangement.

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.


WAVE LIFE SCIENCES LTD.

By:		/s/ Paul B. Bolno, M.D.
		Paul B. Bolno, M.D.
		President and Chief Executive Officer

Date: August 11, 2025

SEC Form 8-K filed by Wave Life Sciences Ltd.