UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 17, 2025 |
4D Molecular Therapeutics, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-39782 |
47-3506994 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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5858 Horton Street #455 |
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Emeryville, California |
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94608 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (510) 505-2680 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, $0.0001 par value per share |
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FDMT |
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Nasdaq Global Select Market |
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).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 17, 2025, 4D Molecular Therapeutics, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via the internet. On April 21, 2025, the record date for the meeting, there were 46,324,642 shares of the Company’s common stock outstanding with each such share being entitled to one vote per share.
At the Annual Meeting, 38,470,536 shares of the Company’s common stock were voted in person or by proxy for the four proposals set forth below, each of which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 29, 2025 (the “Proxy Statement”).
Proposal 1. The Company’s stockholders elected by a majority of votes cast the Class II director nominees below to the Company’s Board of Directors to hold office until the 2028 Annual Meeting of Stockholders or until their successors are elected.
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NOMINEE |
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FOR |
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WITHHELD |
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BROKER NON-VOTES |
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Jacob Chacko, M.D., MBA |
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28,579,453 |
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3,691,962 |
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6,199,121 |
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Susannah Gray, MBA |
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31,923,027 |
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348,388 |
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6,199,121 |
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Charles P. Theuer, M.D., Ph.D. |
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27,285,806 |
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4,985,609 |
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6,199,121 |
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Proposal 2. The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025.
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FOR |
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AGAINST |
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ABSTAIN |
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38,380,552 |
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81,490 |
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8,494 |
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Proposal 3. The Company’s stockholders approved, on an advisory, non-binding basis, the named executive officers’ compensation as disclosed in the Proxy Statement.
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FOR |
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AGAINST |
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ABSTAIN |
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BROKER NON-VOTES |
31,841,967 |
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394,002 |
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35,446 |
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6,199,121 |
Proposal 4. The Company’s stockholders approved, on an advisory, non-binding basis, one year as the frequency of future advisory votes on named executive officer compensation.
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1 YEAR |
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2 YEARS |
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3 YEARS |
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ABSTAIN |
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BROKER NON-VOTES |
32,152,558 |
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3,831 |
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94,947 |
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20,079 |
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6,199,121 |
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, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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4D MOLECULAR THERAPEUTICS, INC. |
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Date: |
June 20, 2025 |
By: |
/s/ Uneek Mehra |
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Uneek Mehra
Chief Financial and Business Officer |