Cabaletta Bio shareholders approve charter amendment

How did stockholders vote on Cabaletta Bio’s charter amendment to increase authorized shares?

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FORM 8-K

Item 9.01 Financial Statements and Exhibits.

Filing Exhibits & Attachments

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What did Cabaletta Bio (CABA) approve at its 2026 Annual Meeting?

How many Cabaletta Bio common shares are now authorized after the amendment?

How many Cabaletta Bio shares were eligible to vote at the 2026 meeting?

Were Cabaletta Bio’s director nominees elected at the 2026 Annual Meeting?

What was the outcome of Cabaletta Bio’s 2026 say-on-pay advisory vote?

Did Cabaletta Bio ratify its independent auditor for the 2026 fiscal year?

Stockholders approved the charter amendment proposal with 80,398,225 votes for, 1,803,500 against and 114,640 abstentions. There were no broker non-votes on this item, clearing the way to increase authorized common shares from 300,000,000 to 600,000,000 upon filing in Delaware.

Cabaletta Bio, Inc. reported results from its Annual Meeting of Stockholders held on June 9, 2026.

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8-K

Cabaletta Bio, Inc. reported results from its Annual Meeting of Stockholders held on June 9, 2026. Stockholders approved an amendment to the company’s charter to increase authorized common shares from 300,000,000 to 600,000,000, expanding the company’s capacity to issue new equity in the future.

As of April 20, 2026, there were 111,324,796 shares of voting common stock outstanding. Stockholders elected two Class I directors, Scott Brun, M.D. and Shawn Tomasello, MBA, each to serve terms expiring at the 2029 annual meeting. They also ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026.

Stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers and passed a proposal permitting adjournment of the meeting if needed for additional proxy solicitation in connection with the charter amendment. Proposal 3, a plan amendment proposal, was withdrawn by the board and not voted upon.

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Authorized common stock (new): 600,000,000 shares Authorized common stock (prior): 300,000,000 shares Shares outstanding record date: 111,324,796 shares +4 more

7 metrics

Authorized common stock (new) 600,000,000 shares Authorized common shares after charter amendment approval

Authorized common stock (prior) 300,000,000 shares Authorized common shares before charter amendment

Shares outstanding record date 111,324,796 shares Voting common stock outstanding as of April 20, 2026

Votes for charter amendment 80,398,225 shares Proposal 4 For votes to increase authorized common shares

Votes for auditor ratification 82,076,950 shares For votes on ratifying Ernst & Young LLP for 2026

Say-on-pay For votes 27,490,145 shares For votes on non-binding advisory executive compensation proposal

Adjournment proposal For votes 48,403,739 shares For votes on Proposal 6 adjournment authority

authorized shares of common stock, Third Amended and Restated Certificate of Incorporation, non-binding, advisory basis, broker non-votes, +2 more

6 terms

authorized shares of common stock financial

"to increase the number of authorized shares of common stock from 300,000,000 to 600,000,000"

The authorized shares of common stock are the maximum number of ordinary shares a company is legally allowed to create, as set in its charter. Think of it like the total number of seats a company is allowed to put on a bus: the company can sell or reserve some seats now and run others later, and that upper limit matters to investors because it determines how much the company can dilute existing ownership, raise cash, or grant shares for acquisitions and employee pay.

Third Amended and Restated Certificate of Incorporation regulatory

"an amendment to the Company’s Third Amended and Restated Certificate of Incorporation"

non-binding, advisory basis regulatory

"to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

broker non-votes financial

"For Against Abstain Broker Non-Votes 27,490,145 26,048,082 47,899 28,730,239"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

emerging growth company regulatory

"Emerging growth company Item 5.03 Amendments to Articles of Incorporation or Bylaws"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Cabaletta Bio stockholders approved several key items, including electing two Class I directors and ratifying Ernst & Young LLP as auditor for 2026. They also approved a charter amendment doubling authorized common shares and supported executive compensation in a non-binding advisory vote.

Stockholders approved an amendment increasing authorized Cabaletta Bio common stock from 300,000,000 to 600,000,000 shares. This change, effective upon filing the Certificate of Amendment in Delaware, gives the company more flexibility to issue equity for financing, compensation or strategic purposes over time.

As of the April 20, 2026 record date, 111,324,796 shares of Cabaletta Bio voting common stock were outstanding. Only holders of these shares at the record date were entitled to vote on director elections, the charter amendment, auditor ratification, say-on-pay and the adjournment proposal.

Yes. Stockholders elected Scott Brun, M.D. and Shawn Tomasello, MBA as Class I directors. Each will serve a three-year term expiring at Cabaletta Bio’s 2029 annual meeting, continuing until a successor is duly elected and qualified or they earlier resign, die or are removed.

Stockholders approved, on a non-binding advisory basis, the compensation of Cabaletta Bio’s named executive officers. The vote was 27,490,145 shares for, 26,048,082 against and 47,899 abstaining, with 28,730,239 broker non-votes reflecting shares not entitled to vote on this advisory proposal.

Yes. Stockholders strongly ratified Ernst & Young LLP as Cabaletta Bio’s independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 82,076,950 shares for, 198,605 against and 40,810 abstaining, with no broker non-votes on the auditor ratification proposal.

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Accepted by SEC EDGAR 06/11/2026 - 07:01 AM EDT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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 09, 2026

     

CABALETTA BIO, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39103	82-1685768
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2929 Arch Street Suite 600
Philadelphia, Pennsylvania		19104
(Address of Principal Executive Offices)		(Zip Code)

      Registrant’s Telephone Number, Including Area Code: (267) 759-3100

     

      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:

☐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, par value $0.00001 per share	CABA	The 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 9, 2026, Cabaletta Bio, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As further described in Item 5.07 to this Current Report on Form 8-K, at the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 300,000,000 to 600,000,000. On June 9, 2026, the Company filed a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware and the Certificate of Amendment became effective on filing. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 9, 2026, the Company held its Annual Meeting. As of April 20, 2026, the record date for the Annual Meeting, there were 111,324,796 outstanding shares of the Company’s voting common stock, par value $0.00001 per share (the “Common Stock”). As set forth in the Supplement to the Proxy Statement, dated June 1, 2026 (the “Supplement”), on May 31, 2026, the Board of Directors withdrew Proposal 3 from stockholder consideration at the Annual Meeting. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s definitive proxy statement on Schedule 14A filed on April 28, 2026 (the “Proxy Statement”), as supplemented by the Supplement: (i) to elect two directors, Scott Brun, M.D. and Shawn Tomasello, MBA, as Class I directors of the Company, each to serve for a three-year term expiring at the Company’s 2029 annual meeting of stockholders and until their successor has been duly elected and qualified, subject to their earlier death, resignation or removal (“Proposal 1”), (ii) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal 2”), (iii) to approve an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 300,000,000 to 600,000,000 (the “Charter Amendment Proposal”) (“Proposal 4”), (iv) to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (“Proposal 5”), and (v) to approve a proposal to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal (“Proposal 6”).

The Company’s stockholders approved the Class I director nominees, Scott Brun, M.D. and Shawn Tomasello, MBA, recommended for election in Proposal 1 at the Annual Meeting. The votes cast at the Annual Meeting were as follows:



	For		Withheld		Broker Non-Votes
Scott Brun, M.D.		39,537,359		14,048,767		28,730,239
Shawn Tomasello, MBA		28,606,240		24,979,886		28,730,239

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, 2026, recommended for ratification in Proposal 2 at the Annual Meeting. The votes cast at the Annual Meeting were as follows:

As set forth in the Supplement, the Board of Directors withdrew Proposal 3, the Plan Amendment Proposal, from stockholder consideration at the Annual Meeting. Accordingly, proxy cards or voting instructions received with direction on Proposal 3 were not voted on Proposal 3.

The Company’s stockholders approved the amendment to the Company's Third Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 300,000,000 to 600,000,000, recommended for approval as Proposal 4 at the Annual Meeting. The votes cast at the Annual Meeting were as follows:

The Company's stockholders approved, by non-binding advisory vote, the compensation of the Company's named executive officers in Proposal 5. The votes cast at the Annual Meeting were as follows:

Although Proposal 6 was deemed not necessary because there was a quorum present and there were sufficient proxies at the time of the Annual Meeting to approve the Charter Amendment Proposal, it was approved by the requisite vote as follows:

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

(d) Exhibits



3.1		Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation

104		Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURE

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 thereunto duly authorized.


	CABALETTA BIO, INC.

Date: June 9, 2026	By:	/s/ Steven Nichtberger
		Steven Nichtberger, M.D.
		President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Broker Non-Votes

2 documents