UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 16, 2022, Revolution Medicines, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on four 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 26, 2022. Only stockholders of record as of the close of business on April 21, 2022, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 74,232,891 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting are described below.
Proposal 1. The Company’s stockholders elected three Class II directors to hold office until the 2025 annual meeting of stockholders or until their respective successor is elected. The results of the vote were as follows:
| Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Sushil Patel, Ph.D. |
54,701,656 | 3,306,957 | 4,134,880 | |||||||||
| Eric T. Schmidt, Ph.D. |
50,909,152 | 7,099,461 | 4,134,880 | |||||||||
| Thilo Schroeder, Ph.D. |
50,811,413 | 7,197,200 | 4,134,880 | |||||||||
Proposal 2. The Company’s stockholders ratified the selection by the audit committee of the board of directors of the Company of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022. The results of the vote were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 62,124,999 |
6,377 | 12,117 |
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 an advisory, non-binding 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 | |||
| 53,362,378 |
4,631,420 | 14,815 | 4,134,880 |
Proposal 4. The Company’s stockholders approved, on an advisory, non-binding basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers occurring every one year. The results of the vote were as follows:
| One Year |
Two-Years |
Three-Years |
Abstentions |
Broker Non-Votes | ||||
| 57,838,838 |
19,687 | 138,521 | 11,567 | 4,134,880 |
Based on these voting results, and the recommendation of the Company’s board of directors that was included in the Proxy Statement, the Company has determined that it will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next stockholder advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.
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 21, 2022 | By: | /s/ Mark A. Goldsmith | ||
| Mark A. Goldsmith, M.D., Ph.D. President and Chief Executive Officer | ||||