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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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 20, 2024, Revolution Medicines, Inc. (the “Company”) held its 2024 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 25, 2024. Only stockholders of record as of the close of business on April 22, 2024, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 170,493,095 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), including 5,560,000 contingent earn-out shares but 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 three Class I directors to hold office until the 2027 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 | |||||||||
| Elizabeth McKee Anderson |
107,146,109 | 23,367,071 | 17,669,340 | |||||||||
| Flavia Borellini, Ph.D. |
107,339,633 | 23,173,547 | 17,669,340 | |||||||||
| Lorence Kim, M.D. |
97,387,991 | 33,125,189 | 17,669,340 | |||||||||
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, 2024. The results of the vote were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 148,105,275 |
9,895 | 67,350 |
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 | |||
| 128,861,403 |
1,624,748 | 27,029 | 17,669,340 |
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 24, 2024 | By: | /s/ Mark A. Goldsmith | ||||
| Mark A. Goldsmith, M.D., Ph.D. President and Chief Executive Officer | ||||||