UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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
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. |
The proposals set forth below were submitted to the stockholders at the Annual Meeting held on June 11, 2025, with each such proposal described in the Proxy Statement.
The number of shares of common stock entitled to vote at the Annual Meeting was 37,572,250. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 25,869,960. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each proposal voted upon are set forth below.
Proposal 1 - Election of Directors
The Company’s stockholders elected the three (3) director nominees below to the Company’s Board of Directors as Class I directors to hold office until the 2028 Annual Meeting of Stockholders of the Company or until their successors are duly elected and qualified.
| Director Nominee | Votes For |
Votes | ||
| Bihua Chen |
13,252,242 | 4,905,408 | ||
| Elizabeth Faust, Ph.D. |
13,255,536 | 4,902,114 | ||
| Sumita Ray, J.D. |
13,096,740 | 5,060,910 |
There were 7,712,310 broker non-votes regarding this proposal.
Proposal 2 - Ratification of Appointment of Independent Registered Accounting Firm
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025.
| Votes For | Votes Against | Abstentions | ||
| 22,599,922 | 3,185,626 | 84,412 |
There were zero broker non-votes regarding this proposal.
Proposal 3 - Amendment of the Company’s Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company
The Company’s stockholders did not approve an amendment to the Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law. The results of such vote were as follows:
| Votes For | Votes Against | Abstentions | ||
| 13,620,177 | 4,515,408 | 22,065 |
There were 7,712,310 broker non-votes regarding this proposal.
Proposal 4 – Adjournment of the Annual Meeting to solicit additional proxies to the extent there are insufficient votes at the Annual Meeting to approve Proposal No. 3.
The Company’s stockholders approved the proposal to adjourn the Annual Meeting to solicit additional proxies to the extent there are insufficient votes at the Annual Meeting to approve Proposal No. 3. The results of such vote were as follows:
| Votes For | Votes Against | Abstentions | ||
| 13,408,287 | 4,649,628 | 99,735 |
There were 7,712,310 broker non-votes regarding this proposal.
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 thereunto duly authorized.
| Biomea Fusion, Inc. | ||||||
| Date: June 13, 2025 | By: | /s/ Michael J.M. Hitchcock | ||||
| Interim Chief Executive Officer, Director (Principal Executive Officer) | ||||||