Cogent Biosciences, Inc. 8-K

What Happened
Cogent Biosciences, Inc. (COGT) filed an 8-K on June 11, 2026 reporting the results of its Annual Meeting. Each director nominee—Chris Cain, Ph.D.; Arlene Morris; and Todd Shegog—was elected. Shareholders also ratified PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm and approved the advisory vote on executive compensation.

Key Details

• Directors elected:
  • Chris Cain, Ph.D.: 124,356,809 votes FOR; 18,837,092 WITHHELD; 11,240,612 broker non-votes (≈86.9% FOR of votes cast).
  • Arlene Morris: 120,180,517 votes FOR; 23,013,384 WITHHELD; 11,240,612 broker non-votes (≈84.0% FOR of votes cast).
  • Todd Shegog: 124,143,441 votes FOR; 19,050,460 WITHHELD; 11,240,612 broker non-votes (≈86.7% FOR of votes cast).
• Ratification of auditor (Proposal 2): 154,001,553 FOR; 399,367 AGAINST; 33,593 ABSTENTIONS; 0 broker non-votes (over 99.7% FOR).
• Advisory vote on executive compensation (Proposal 3): 129,183,846 FOR; 13,977,449 AGAINST; 32,606 ABSTENTIONS; 11,240,612 broker non-votes (≈9.8% AGAINST of votes cast).

Why It Matters
These results confirm the company’s current board slate and governance choices for the coming year, which affects strategic oversight. Ratification of PwC ensures continuity in external audit coverage. The advisory “say-on-pay” passed by a clear majority, though a measurable minority opposed the compensation package—information shareholders may watch in future governance and compensation discussions.