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
Date of Report (Date of earliest event reported): June 18, 2025 (
(Exact name of registrant as specified in its charter)
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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) |
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| 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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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. |
At the Annual Meeting of Shareholders of Cyclerion Therapeutics, Inc. (the “Company”) held on June 16, 2025, as contemplated by the Company’s definitive proxy material for the meeting, certain matters were submitted to a vote of shareholders. The following tables summarize the results of voting with respect to each matter:
| 1. | Election of Directors: |
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Errol De Souza, Ph.D. |
1,332,504 | 64,573 | 44 | 743,285 | ||||||||||||
| Regina Graul, Ph.D. |
1,334,531 | 62,543 | 47 | 743,285 | ||||||||||||
| Peter M. Hecht, Ph.D. |
1,323,702 | 73,376 | 43 | 743,285 | ||||||||||||
| Steven Hyman, M.D. |
1,328,384 | 68,692 | 45 | 743,285 | ||||||||||||
| Michael Higgins |
1,334,201 | 62,876 | 44 | 743,285 | ||||||||||||
| Dina Katabi, Ph.D. |
1,334,243 | 62,798 | 80 | 743,285 | ||||||||||||
| 2. | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025: |
| For |
Against |
Abstain | ||
| 2,072,684 |
57,547 | 147 |
| 3. | The compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved in an advisory vote, as set forth below: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 1,312,697 | 78,221 | 6,203 | 743,285 |
| 4 | The frequency of the future votes on compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved in an advisory vote, as set forth below: |
| One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes | ||||
| 827,809 | 164 | 562,965 | 6,183 | 0 |
| 5. | To approve a proposal to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of either the Election of Directors Proposal or the Auditor Ratification Proposal: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 2,036,703 | 84,719 | 18,984 | 0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Description | |
| 104 | Cover Page Interactive Data File | |
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 hereunto duly authorized.
| Cyclerion Therapeutics, Inc. | ||||||||
| Dated: June 18, 2025 |
By: | /s/ Regina Graul | ||||||
| Name: | Regina Graul | |||||||
| Title: | President and Chief Executive Officer | |||||||