Apogee Therapeutics Announces Merger Approval; Board to Resign

What Happened

• Apogee Therapeutics, Inc. announced that at a special meeting held August 11, 2026 its stockholders approved the proposed merger with Merger Sub (an AbbVie subsidiary) so that Apogee will become an indirect wholly owned subsidiary of AbbVie. The vote result for the Merger Proposal was 46,508,107 votes in favor, 3,885 against and 14,261 abstentions. The company filed this report on Form 8‑K on August 11, 2026.
• In connection with the anticipated closing of the merger, each current Apogee director (Michael Henderson, M.D.; Mark C. McKenna; Lisa Bollinger, M.D.; Jennifer Fox; William (BJ) Jones, Jr.; Tomas Kiselak; and Nimish Shah) has indicated an intention to resign as a director and from any board committees, effective at the Merger’s closing. The resignations are conditioned upon and effective as of the Merger’s effective time and are stated not to result from any disagreement with Apogee.

Key Details

• Record date and shares: 62,140,183 shares of common stock outstanding as of the July 10, 2026 record date. 46,526,253 shares (≈74.87%) were present at the Special Meeting (in person or by proxy).
• Merger vote: For 46,508,107; Against 3,885; Abstentions 14,261 — Merger Proposal approved by a majority of outstanding voting common stock.
• Compensation (advisory) vote: For 19,323,605; Against 27,123,259; Abstentions 79,389 — advisory Compensation Proposal was not approved (non‑binding).
• The Merger vote, together with the written consent of all holders of Apogee’s non‑voting common stock adopting the Merger Agreement, satisfies one of the closing conditions under the Merger Agreement.

Why It Matters

• The approved merger will make Apogee an indirect wholly owned subsidiary of AbbVie, a material corporate control change that affects strategy, governance and future reporting.
• The planned board resignations mean Apogee’s current independent governance will transition at closing; investors should watch for any announcements about new board composition and management changes.
• The advisory compensation proposal failed, signaling significant shareholder opposition to merger‑related pay for executives; while non‑binding and not a closing condition, this result can shape post‑deal governance and public perception.
• The stockholder approval satisfies a key closing condition, but the Merger remains subject to any remaining conditions in the Merger Agreement (as disclosed in prior filings).