Metagenomi Therapeutics, Inc. 8-K

What Happened
Metagenomi Therapeutics, Inc. announced that Brian C. Thomas, Ph.D. resigned from the company’s Board of Directors effective June 9, 2026; the resignation was not due to any disagreement with the company. On the same day the company held its 2026 annual meeting (virtual). Shareholders elected two Class II directors and ratified PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026.

Key Details

• Dr. Brian C. Thomas resigned from the Board effective June 9, 2026; the company stated the resignation was not the result of any disagreement.
• Annual meeting: held June 9, 2026 (virtual); record date April 13, 2026. Outstanding shares entitled to vote: 37,647,057. Shares present or represented by proxy: 19,116,207 (quorum).
• Director elections (Class II, term through 2029):
  • Juergen Eckhardt, M.D., M.B.A.: For 7,296,718; Withheld 1,436,882; Broker non-votes 10,382,607.
  • Eric Bjerkholt, M.B.A.: For 8,251,289; Withheld 482,311; Broker non-votes 10,382,607.
• Auditor ratification: PricewaterhouseCoopers LLP ratified as independent registered public accounting firm for fiscal year ending Dec 31, 2026 — For 18,483,295; Against 51,847; Abstentions 581,065.

Why It Matters
Board composition and governance matter to investors because directors set strategy and oversight. The resignation of Dr. Thomas reduces the Board by one member (with no dispute reported), while the re-election/confirmation of the two Class II directors secures board continuity through 2029. Ratification of PwC maintains the company’s auditor for 2026, which supports continuity in financial reporting and audits. Vote totals and sizable broker non-votes provide visible metrics of shareholder participation and support levels for these governance items.