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 6, 2025, Tectonic Therapeutic, Inc. (the “Company”) held its 2025 Annual General Meeting of Stockholders (the “Annual General Meeting”). As of April 14, 2025, the record date for the Annual General Meeting, 18,671,229 shares of common stock were outstanding and entitled to vote at the Annual General Meeting. A summary of the matters voted upon by stockholders at the Annual General Meeting is set forth below.
Proposal 1: Election of Directors
Alise Reicin, M.D. and Praveen Tipirneni, M.D. were elected as a Class I directors, to hold office until the 2028 Annual General Meeting of Stockholders and their successors are duly elected and qualified, or until their earlier death, resignation or removal. The final voting results are as follows:
| Name of Director Elected |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Alise Reicin, M.D. |
14,469,766 | 432,093 | 1,351,739 | |||||||||
| Praveen Tipirneni, M.D. |
14,452,647 | 449,212 | 1,351,739 | |||||||||
Proposal 2: Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment 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, 2025. The final voting results are as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 16,249,011 | 3,867 | 720 | 0 |
Proposal 3: Advisory Approval on the Compensation of the Company’s Named Executive Officers
On an advisory basis, the stockholders approved the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual General Meeting. The voting results are as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 14,819,757 | 66,777 | 15,325 | 1,351,739 |
Proposal 4: Advisory Vote on the Frequency of Stockholder Advisory Votes on Executive Compensation
The stockholders indicated, on an advisory basis, that the preferred frequency of the advisory vote on the compensation of the Company’s named executive officers (“Say on Frequency”) occur every year. The voting results were as follows:
| 1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes | ||||
| 14,878,746 | 2,679 | 19,029 | 1,405 | 1,351,739 |
Consistent with the recommendation of the Company’s Board of Directors, as set forth in the Company’s proxy statement for the Annual General Meeting, and based on the results of this non-binding advisory vote, it is the Company’s intent that future advisory stockholder votes on the compensation of the Company’s named executive officers will be held annually and included in the Company’s proxy materials for each annual meeting until the next required vote on Say on Frequency.
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.
| Tectonic Therapeutic, Inc. | ||||||
| Date: June 6, 2025 | By: | /s/ Daniel Lochner | ||||
| Daniel Lochner | ||||||
| Chief Financial Officer | ||||||