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    SEC Form 8-K filed by Revolution Medicines Inc.

    6/27/25 4:05:55 PM ET
    $RVMD
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $RVMD alert in real time by email
    8-K
    false 0001628171 0001628171 2025-06-26 2025-06-26 0001628171 rvmdw:CommonStock0.0001ParValuePerShare2Member 2025-06-26 2025-06-26 0001628171 rvmdw:WarrantsToPurchase0.1112SharesOfCommonStockExpiring20261Member 2025-06-26 2025-06-26
     
     

    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): June 26, 2025

     

     

    REVOLUTION MEDICINES, INC.

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   001-39219   47-2029180

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    700 Saginaw Drive

    Redwood City, California

      94063
    (Address of Principal Executive Offices)   (Zip Code)

    Registrant’s telephone number, including area code: (650) 481-6801

     

     

    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

    Common Stock, $0.0001 par value per share   RVMD   The Nasdaq Stock Market LLC
    Warrants to purchase 0.1112 shares of common stock expiring 2026   RVMDW   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 June 26, 2025, Revolution Medicines, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement (the “Proxy Statement”) on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2025. Only stockholders of record as of the close of business on April 28, 2025, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 186,261,742 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), excluding any treasury shares, were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is described below.

    Proposal 1. The Company’s stockholders elected four Class II directors to hold office until the 2028 annual meeting of stockholders or until their respective successors are elected and qualified. The results of the vote were as follows:

     

    Nominee

       Votes For      Votes Withheld      Broker Non-Votes  

    Frank K. Clyburn, Jr.

         147,380,169        512,898        10,241,664  

    Sandra J. Horning, M.D.

         126,395,644        21,497,423        10,241,664  

    Sushil Patel, Ph.D.

         126,396,068        21,496,999        10,241,664  

    Thilo Schroeder, Ph.D.

         119,696,091        28,196,976        10,241,664  

    Proposal 2. The Company’s stockholders ratified the appointment, by the audit committee of the Company’s board of directors, of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025. The results of the vote were as follows:

     

    Votes For

      

    Votes Against

      

    Abstentions

    157,875,830    214,963    43,938

    As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.

    Proposal 3. The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, pursuant to the compensation disclosure rules of the SEC. The results of the vote were as follows:

     

    Votes For

      

    Votes Against

      

    Abstentions

      

    Broker Non-Votes

    145,265,825    2,597,920    29,322    10,241,664

    No other items were presented for stockholder approval at the Annual Meeting.

     


    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.

     

        REVOLUTION MEDICINES, INC.
    Date: June 27, 2025     By:  

    /s/ Mark A. Goldsmith

         

    Mark A. Goldsmith, M.D., Ph.D.

    President and Chief Executive Officer

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