UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): June 13, 2023

Date of report (Date of earliest event reported): April 4, 2023

Decibel Therapeutics, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	~~001-40030~~	001-40030	46-4198709	~~46-4198709~~
(State or Other Jurisdictionof Incorporation)	~~(CommissionFile Number)~~	(Commission File Number)	(IRS EmployerIdentification No.)	~~(IRS EmployerIdentification No.)~~
1325 Boylston Street, Suite 500Boston, Massachusetts				02215
1325 Boylston StreetSuite 500
(Address of Principal Executive Offices)				(Zip Code)
Boston, Massachusetts			02215
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~Code: (617) 370-8701

Not applicable

(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 (see General Instruction A.2. below):

☐ 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:

Title of each class		TradingSymbol(s)		Name of each ~~exchangeon~~exchange on which registered
Common stock, $0.001 par value per share		DBTX		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 5.0307 ~~Amendments~~Submission ~~to Articles~~ of ~~Incorporation~~Matters orto ~~Bylaws;~~a ~~Change~~Vote inof ~~Fiscal~~Security ~~Year~~Holders.

~~On April 4, 2023, the board of directors (the “Board”) of~~ Decibel Therapeutics, Inc. (the “"Company”") ~~approved~~held anits ~~amendment~~2023 ~~and~~annual ~~restatement~~meeting of ~~the~~stockholders ~~Company’s Amended and Restated Bylaws~~ (~~as so amended and restated,~~ the ~~“Amended~~"Annual ~~and~~Meeting") ~~Restated~~on ~~Bylaws”)~~June 13, ~~effective immediately~~2023. The ~~amendments~~following ~~effected~~is bya ~~the~~summary ~~Amended~~of ~~and~~the ~~Restated~~matters ~~Bylaws,~~voted ~~among~~on ~~other~~at ~~things:~~the Annual Meeting.

(a)

~~Eliminate~~The stockholders of the ~~former~~Company ~~requirement~~elected ~~that~~one ~~the~~Class ~~list~~II ofdirector, ~~stockholders~~Saraswathy ~~entitled~~Nochur, Ph. D., to ~~vote~~serve atfor a ~~stockholder~~three-year term expiring at the 2026 annual meeting ~~also~~of bestockholders ~~made~~and ~~available~~until ~~during~~her successor has been duly elected and qualified. The results of the ~~actual~~stockholders’ ~~meeting;~~vote with respect to the election of the Class II director were as follows:

Address adjournment of stockholder meetings relying on remote communication due to a technical failure;


Name	For	Withheld	Broker Non-Votes
Saraswathy Nochur, Ph.D.	19,531,690	861,542	2,992,978

(b)

~~Revise~~The ~~and~~stockholders ~~enhance, in light~~ of the ~~universal~~Company ~~proxy~~approved ~~rules~~an ~~adopted~~amendment byto the ~~Securities~~Company's ~~and~~Restated ~~Exchange~~Certificate ~~Commission,~~of ~~procedural~~Incorporation ~~mechanics~~to ~~and~~reflect ~~disclosure~~new ~~requirements~~Delaware inlaw ~~connection~~provisions ~~with~~regarding ~~stockholder~~officer ~~nominations~~exculpation of(the ~~directors~~"Officer ~~and~~Exculpation ~~submission~~Amendment"). The results of ~~proposals~~the ~~regarding~~stockholders' ~~other~~vote ~~business~~with atrespect ~~stockholder~~to ~~meetings~~such byapproval were as follows:

Requiring additional background information, disclosures and certain representations from proposing stockholders and beneficial owners and the respective affiliates and associates of, or others acting in concert with such stockholder and such beneficial owner (each, a “Stockholder Associated Person”);


For	Against	Abstain	Broker Non-Votes
19,422,896	966,681	3,655	2,992,978

~~Providing~~The ~~that if any stockholder, beneficial owner and/or Stockholder Associated Person that intends to solicit proxies in support of any nominees other than the~~ Company’s ~~nominees~~filed ~~provides~~a ~~the~~Certificate ~~notice and information required by Rule 14a-19(b) under the Securities Exchange Act~~ of ~~1934,~~Amendment ~~as amended (the “Exchange Act”), then such stockholder, beneficial owner and/or Stockholder Associated Person, upon request by the Company, must provide~~ to the ~~Company~~Restated noCertificate ~~later~~of ~~than~~Incorporation ~~five~~with ~~business days prior to~~ the ~~applicable~~Secretary ~~meeting, reasonable evidence that it has met the requirements~~ of ~~soliciting~~State ~~the holders~~ of ~~shares of at least 67% of~~ the ~~voting~~State ~~power~~ of ~~shares~~Delaware ~~entitled to vote~~ on ~~the~~June ~~election~~13, of2023 ~~directors and including a statement~~ to ~~that~~ effect in the ~~proxy~~Officer ~~statement~~Exculpation orAmendment. ~~form of proxy; and~~

(c)

~~Providing~~The ~~that~~stockholders ~~if any stockholder, beneficial owner and/or Stockholder Associated Person fails to comply with the requirements~~ of ~~Rule 14a-19 under~~ the ~~Exchange~~Company ~~Act~~ratified ~~(or fails to timely provide reasonable evidence sufficient to satisfy~~ the ~~Company~~appointment ~~that~~of ~~such~~Ernst ~~requirements~~& ~~have~~Young ~~been~~LLP ~~met),~~as ~~then~~ the Company’s ~~will~~independent ~~disregard~~registered ~~the~~public ~~nomination~~accounting offirm ~~each~~for of the ~~director~~fiscal ~~nominees~~year ~~proposed~~ending byDecember ~~such stockholder~~31, ~~beneficial~~2023. ~~owner~~The ~~and/or~~results ~~Stockholder~~of ~~Associated~~the ~~Person~~stockholders’ ~~and~~vote ~~any~~with ~~proxies~~respect orto ~~votes~~such ~~solicited~~ratification ~~for~~were ~~such~~as ~~nominees.~~follows:

The Amended and Restated Bylaws also includes various other updates, including certain technical, conforming and clarifying changes. The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.


For	Against	Abstain
22,922,399	276,484	187,327

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Amended and Restated Bylaws of Decibel Therapeutics, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

DECIBEL THERAPEUTICS, INC.

~~DECIBEL THERAPEUTICS, INC.~~

Date: April 6, 2023

/s/ Laurence Reid

June 13, 2023

/s/ Laurence Reid

Name: Laurence Reid, Ph.D.

Name: Laurence Reid, Ph. D.Title: President and Chief Executive Officer

Title: President and Chief Executive Officer

Filing Compare · Decibel Therapeutics, Inc.