Climb Bio, Inc. 8-K

What Happened

• Climb Bio, Inc. filed an 8-K on June 8, 2026 reporting results from its Annual Meeting held June 5, 2026. Stockholders elected Alexander (Bo) Cumbo and Douglas Williams, Ph.D., each to three‑year terms expiring at the 2029 annual meeting. Stockholders also approved an amendment to the Company’s 2021 Equity Incentive Plan to include prefunded warrants in the formula that triggers the plan’s automatic annual share-pool increase. A copy of the amended 2021 Plan was filed as Exhibit 99.1.

Key Details

• Directors elected: Alexander (Bo) Cumbo — For: 26,035,689; Withheld: 1,395,615; Broker non-votes: 7,841,185. Douglas Williams, Ph.D. — For: 24,505,866; Withheld: 2,924,838; Broker non-votes: 7,841,185.
• 2021 Plan Amendment vote: Approved — For: 19,604,493; Against: 7,810,582; Abstentions: 16,229; Broker non-votes: 7,841,185. Amendment adds prefunded warrants to the calculation for the plan’s automatic annual increase.
• Auditor ratification: PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for fiscal 2026 — For: 35,206,304; Against: 63,633; Abstentions: 2,552.
• Failed proposal: Stockholders did not approve an amendment related to director removal for “cause” — For: 27,299,535; Against: 130,187; Abstentions: 1,582; Broker non-votes: 7,841,185.

Why It Matters

• Governance: The Board’s composition is confirmed with two directors re/appointed through 2029, providing continuity in management oversight. The auditor ratification is routine and maintains continuity in financial reporting.
• Equity and dilution: The approved amendment changes how the plan’s automatic annual share increase is calculated by including prefunded warrants. That can increase the number of shares available under the equity plan over time, which is relevant to potential dilution of existing shareholders. Investors should review the amended 2021 Equity Incentive Plan (Exhibit 99.1) to understand the specific mechanics and potential impact.