UNITED STATES

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 report (Date of earliest event reported): June 2, 2021

Constellation Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-38584

26-1741721

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

215 First Street, Suite 200

Cambridge, Massachusetts

02142

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (617) 714-0555

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

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share

CNST

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 5.07

Submission of Matters to a Vote of Security Holders.

Constellation Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 2, 2021. The following is a summary of the matters voted on at that meeting.

The Company’s stockholders elected Scott N. Braunstein, Mark A. Goldsmith, and Jigar Raythatha as Class III directors, each to serve for a three-year term expiring at the 2024 Annual Meeting of Stockholders. The results of the stockholders’ votes with respect to the election of such Class III directors were as follows:


	Votes For		Votes Withheld		Broker Non-Votes
Scott N. Braunstein		25,260,234		17,780,668		1,679,062
Mark A. Goldsmith		27,987,099		15,053,803		1,679,062
Jigar Raythatha		36,231,475		6,809,426		1,679,062

2.	A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.


Votes For	Votes Against	Votes Abstaining	Broker Non-Votes
41,308,464	1,731,674	764	1,679,062

3.	The shareholders recommended, in a non-binding, advisory vote, that future advisory votes on the compensation of the Company’s named executive officers be held every year.


Every 1 Year	Every 2 Years	Every 3 Years	Abstain	Broker Non-Votes
43,028,341	9,482	1,963	1,116	1,679,062

4.	The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The results of the stockholders’ vote with respect to such ratification were as follows:


Votes For	Votes Against	Votes Abstaining	Broker Non-Votes
44,682,854	27,828	9,282	0

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.

CONSTELLATION PHARMACEUTICALS, INC.

Date: June 2, 2021

/s/ Emma Reeve

Emma Reeve

Chief Financial Officer

CONSTELLATION PHARMACEUTICALS INC 8-K