SEC Form 8-K filed by Third Harmonic Bio Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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).
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 5, 2025, Third Harmonic Bio, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders and the following proposals were adopted:
| 1. | Election of three Class III directors, identified in the table below, each to serve a three-year term which will expire at the 2028 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier resignation or removal. The vote tally was as follows: |
| Nominees |
Shares For |
Shares Withheld |
Broker Non-Votes |
|||||||||
| Thomas M. Soloway |
35,527,334 | 2,237,476 | 5,607,546 | |||||||||
| David Bonita, M.D. |
34,965,535 | 2,799,275 | 5,607,546 | |||||||||
| Goeff McDonough, M.D. |
35,902,845 | 1,861,965 | 5,607,546 | |||||||||
| 2. | Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The vote tally was as follows: |
| Shares For |
Shares Against |
Shares Abstaining | ||
| 43,370,492 | 1,082 | 782 |
| 3. | Approval of the liquidation and dissolution of the Company, which, if approved, will authorize the Board of Directors of the Company (the “Board”) to liquidate and dissolve the Company in accordance with the Plan of Dissolution described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 25, 2025 (the “Dissolution Proposal”). The vote tally was as follows: |
| Shares For |
Shares Against |
Shares Abstaining |
Broker Non-Vote | |||
| 37,762,990 | 216 | 1,604 | 5,607,546 |
| 4. | Approval to grant discretionary authority to the Board to adjourn the 2025 Annual Meeting of Stockholders, even if a quorum is present, to solicit additional proxies in the event that there are insufficient shares present in person or by proxy voting in favor of the Dissolution Proposal. The vote tally was as follows: |
| Shares For |
Shares Against |
Shares Abstaining |
Broker Non-Vote | |||
| 37,419,829 | 343,280 | 1,701 | 5,607,546 |
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.
| THIRD HARMONIC BIO, INC. | ||||||
| Date: June 11, 2025 | By: | /s/ Chris Murphy | ||||
| Chris Murphy | ||||||
| Chief Financial and Business Officer | ||||||