Caribou Biosciences Inc.

06/18/2026 | Press release | Distributed by Public on 06/18/2026 14:02

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 17, 2026, Caribou Biosciences, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). The final results for each of the proposals submitted to a vote of the Company's stockholders at the Annual Meeting are set forth below. A more detailed description of each proposal is set forth in the Company's definitive proxy statement on Schedule 14A (Amendment No. 1), filed with the Securities and Exchange Commission on May 1, 2026.
Proposal 1 - Election of Three Class II Directors
Each of the following nominees was elected to serve as a Class II director, to hold office until the Company's 2029 annual meeting of stockholders and until their respective successor is duly elected and qualified or until their earlier death, resignation, or removal. The voting results on this proposal were as follows:
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Andrew Guggenhime, M.B.A.
31,554,511 9,585,265 27,098,425
David Johnson, M.B.A.
31,725,652 9,414,124 27,098,425
Nancy Whiting, Pharm.D.
31,694,175 9,445,601 27,098,425
Proposal 2 - Ratification of Selection of Independent Registered Public Accounting Firm
The stockholders ratified the selection by the Audit Committee of the Company's Board of Directors of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, by the following votes:
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
67,457,482 337,911 442,808 0
Proposal 3 - Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Provide for Exculpation of Officers from Certain Breaches of Fiduciary Duty to the Fullest Extent Permitted by the General Corporation Law of the State of Delaware
The stockholders did not approve the above-referenced amendment to the Company's amended and restated certificate of incorporation. The voting results on this proposal were as follows:
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
37,483,637 3,513,785 142,354 27,098,425
Proposal 4 - Approval of the Adjournment of the 2026 Annual Meeting to a Later Date or Dates, if Necessary, to Permit Further Solicitation and Voting of Proxies in the Event There are not Sufficient Votes in Favor of Proposal 3 or if There are not Sufficient Shares Present to Establish a Quorum.
The stockholders approved the adjournment of the 2026 annual meeting, if necessary, by the following votes:
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
37,615,389 3,418,004 106,383 27,098,425
Although Proposal 3 was not approved, the Company decided not to adjourn the 2026 annual meeting to solicit additional votes.
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