01—Abstract
Summary
Summary of the 8-K filed June 27, 2025. Cited figures are marked; the original filing is the authoritative source.
Revolution Medicines, Inc. (RVMD) filed this Form 8-K to report the results of its 2025 annual meeting of stockholders, held on June 26, 2025.
As of the April 28, 2025 record date, 186,261,742 shares of common stock were outstanding and entitled to vote. Stockholders voted on three proposals, each described in the company's definitive proxy statement filed on Schedule 14A on April 29, 2025. Stockholders elected four Class II directors, Frank K.
Clyburn, Jr., Sandra J. Horning, M.D., Sushil Patel, Ph.D., and Thilo Schroeder, Ph.D., to serve until the 2028 annual meeting. Clyburn received 147,380,169 votes for and 512,898 withheld, while the other three nominees received between 119,696,091 and 126,396,068 votes for, with between 21,496,999 and 28,196,976 withheld.
Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 157,875,830 votes for, 214,963 against, and 43,938 abstentions. In a non-binding advisory vote, stockholders approved the compensation of the company's named executive officers, with 145,265,825 votes for, 2,597,920 against, 29,322 abstentions, and 10,241,664 broker non-votes. No other items were presented for stockholder approval at the meeting.
02—Key points
Key Highlights
- Annual meeting held June 26, 2025; record date April 28, 2025, with 186,261,742 common shares outstanding and entitled to vote.
- Four Class II directors elected to serve until the 2028 annual meeting: Frank K. Clyburn, Jr., Sandra J. Horning, M.D., Sushil Patel, Ph.D., and Thilo Schroeder, Ph.D.
- Clyburn received the highest support among nominees, with 147,380,169 votes for and 512,898 withheld; Schroeder had the most withheld votes at 28,196,976.
- PricewaterhouseCoopers LLP ratified as independent registered public accounting firm for the fiscal year ending December 31, 2025, with 157,875,830 votes for and 214,963 against.
- Non-binding advisory say-on-pay proposal approved, with 145,265,825 votes for and 2,597,920 against.
- No broker non-votes were recorded on the auditor ratification, which the filing describes as a routine proposal.
- No other items were presented for stockholder approval at the Annual Meeting.
03—Questions
Frequently Asked Questions
How many shares were eligible to vote at the 2025 annual meeting?
As of the record date of April 28, 2025, 186,261,742 shares of common stock, par value $0.0001 per share, excluding treasury shares, were outstanding and entitled to vote.
Which directors were elected, and for how long?
Frank K. Clyburn, Jr., Sandra J. Horning, M.D., Sushil Patel, Ph.D., and Thilo Schroeder, Ph.D. were elected as Class II directors to hold office until the 2028 annual meeting of stockholders or until their successors are elected and qualified.
Did stockholders approve the executive compensation?
Yes. In a non-binding, advisory vote on named executive officer compensation as disclosed in the Proxy Statement, stockholders cast 145,265,825 votes for, 2,597,920 against, and 29,322 abstentions, with 10,241,664 broker non-votes.
Which accounting firm was ratified for 2025?
Stockholders ratified the audit committee's appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 157,875,830 votes for, 214,963 against, and 43,938 abstentions.
04—Continue