Crescent Biopharma Inc.

06/03/2026 | Press release | Distributed by Public on 06/03/2026 07:03

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 2, 2026, Crescent Biopharma, Inc. (the "Company") held its annual general meeting of shareholders (the "Annual Meeting"). At the close of business on April 7, 2026, the record date for the Annual Meeting (the "Record Date"), 27,571,935 ordinary shares, par value $0.001 per share ("Ordinary Shares"), were issued and outstanding, and 2,890 Series A non-voting convertible preferred shares, par value $0.001 per share ("Series A Preferred Shares"), were issued and outstanding. Each Ordinary Share was entitled to one vote per share for the election of Susan Moran, M.D., MSCE and one vote on each of proposals 3, 4 and 5. The holders of each Series A Preferred Share were entitled to 1,000 votes per share, voting as a separate class for the election of Jonathan Violin, Ph.D. and voting together with the holders of Ordinary Shares as a single class for the election of Susan Moran, M.D., MSCE, and were not entitled to vote on any other proposal. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which was described in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 21, 2026.
Proposal No. 1A and Proposal No. 1B - Election of two Class II directors to serve until the Company's 2029 Annual General Meeting of Shareholders and until their respective successors have been duly elected and qualified or until their earlier death, resignation, disqualification or removal.
Votes FOR Votes WITHHELD Broker Non-Votes
Jonathan Violin, Ph.D. (Proposal No. 1A) 2,890,000 0 0
Susan Moran, M.D., MSCE (Proposal No. 1B) 21,401,136 136,056 2,403,515
Proposal No. 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes
21,049,101 1,452 154 0
Proposal No. 3 - Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers.
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes
18,346,099 300,217 876 2,403,515
Proposal No. 4 - Approval, on a non-binding advisory basis, of the frequency of future advisory votes to approve the compensation of the Company's named executive officers.
1 YEAR 2 YEARS 3 YEARS Votes ABSTAINED Broker Non-Votes
18,644,881 903 887 521 2,403,515
Based on the foregoing votes, each of Jonathan Violin, Ph.D. and Susan Moran, M.D., MSCE was elected as a Class II director, Proposal 2 and Proposal 3 were approved, and shareholders recommended a one year frequency for future advisory votes to approve named executive officer compensation.
Based on the foregoing voting results and consistent with the recommendation of the Board of Directors of the Company (the "Board"), the Board has determined to hold an advisory vote on the compensation of the Company's named executive officers every year until the next advisory vote regarding the frequency of future advisory votes on the compensation of the Company's named executive officers is submitted to the shareholders or the Board otherwise determines that a different frequency for such advisory votes is in the best interest of the Company and its shareholders.
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