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C4 Therapeutics (NASDAQ: CCCC) investors approve directors, pay and stock plan change

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

C4 Therapeutics, Inc. reported the results of its annual stockholder meeting held on June 24, 2026. Stockholders elected Andrew J. Hirsch, Stephen Fawell, Ph.D., and Utpal Koppikar as Class III directors to serve until the 2029 annual meeting.

Stockholders gave a non-binding, advisory approval of named executive officer compensation and ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. They also approved an amendment to the 2020 Stock Option and Incentive Plan to include outstanding pre-funded warrants in the shares counted for the evergreen increase calculation.

Positive

  • None.

Negative

  • None.
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, and exhibit attachments filed with this report.
Votes for Hirsch 47,797,964 votes Election of Class III director Andrew J. Hirsch
Votes for Fawell 47,811,414 votes Election of Class III director Stephen Fawell, Ph.D.
Votes for Koppikar 46,491,892 votes Election of Class III director Utpal Koppikar
Say-on-pay support 54,935,574 votes for Non-binding advisory vote on executive compensation
Auditor ratification for 76,891,210 votes for Ratification of KPMG LLP for FY ending Dec. 31, 2026
Plan amendment for 33,713,572 votes for Amendment to 2020 Stock Option and Incentive Plan
non-binding, advisory vote financial
"The stockholders of the Company cast a non-binding, advisory vote to approve the compensation of the Company’s named executive officers."
independent registered public accounting firm financial
"The stockholders of the Company ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026."
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.
evergreen provision financial
"approved an amendment to the Company’s 2020 Stock Option and Incentive Plan to amend the evergreen provision to include any outstanding pre-funded warrants"
An evergreen provision is a clause in a financing or contract that automatically renews or replenishes the arrangement unless one party actively cancels it, like a subscription that keeps renewing each term. For investors it matters because it creates predictable, ongoing access to funding or ongoing contractual obligations — helping liquidity and planning — but can also hide long-term commitments or dilution risks if not reviewed.
pre-funded warrants financial
"to amend the evergreen provision to include any outstanding pre-funded warrants in the total number of shares of common stock"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
2020 Stock Option and Incentive Plan financial
"approved an amendment to the Company’s 2020 Stock Option and Incentive Plan to amend the evergreen provision"
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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 24, 2026
_________________________________________________________________
C4 THERAPEUTICS, INC.
(Exact name of Registrant as Specified in Its Charter)
_________________________________________________________________
Delaware
001-39567
47-5617627
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
490 Arsenal Way,   Suite 120
Watertown,  MA
02472
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (617) 231-0700
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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
CCCC
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 o
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. o
 


Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 24, 2026, C4 Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered and voted on the four proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on April 29, 2026. The final voting results are set forth below.
a) The stockholders of the Company elected each of Andrew J. Hirsch, Stephen Fawell, Ph.D., and Utpal Koppikar as Class III directors, to hold office until the 2029 annual meeting of stockholders and until their respective successors have been duly elected and qualified or until his earlier resignation or removal. The results of the stockholders’ vote with respect to the election of the Class III directors were as follows:
For
Withheld
Broker Non-Votes
Andrew J. Hirsch
47,797,964
8,247,406
21,049,125
Stephen Fawell, Ph.D.
47,811,414
8,233,956
21,049,125
Utpal Koppikar
46,491,892
9,553,478
21,049,125
b) The stockholders of the Company cast a non-binding, advisory vote to approve the compensation of the Company’s named executive officers. The results of the stockholders’ vote with respect to this proposal were as follows:
For
Against
Abstain
Broker Non-Votes
54,935,574
1,070,926
38,870
21,049,125
c) The stockholders of the Company ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the stockholders’ vote with respect to this ratification proposal were as follows:
For
Against
Abstain
Broker Non-Votes
76,891,210
185,427
17,858
0
d) The Company’s stockholders approved an amendment to the Company’s 2020 Stock Option and Incentive Plan to amend the evergreen provision to include any outstanding pre-funded warrants in the total number of shares of common stock that are issued and outstanding as of each December 31 for purposes of calculating the evergreen increase. The results of the stockholders’ vote with respect to this proposal were as follows:
For
Against
Abstain
Broker Non-Votes
33,713,572
22,287,787
44,011
21,049,125
No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The exhibits shall be deemed to be filed or furnished, depending on the relevant item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K (17 CFR 229.601) and Instruction B.2 to this form.
Exhibit
Number
Description
10.1#
Amendment No. 2 to the C4 Therapeutics, Inc. 2020 Stock Option and Incentive Plan
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
# Indicates a management contract or any compensatory plan, contract or arrangement.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
C4 Therapeutics, Inc.
Date: June 24, 2026
By:
/s/ Kendra R. Adams
Kendra R. Adams
Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What did C4 Therapeutics (CCCC) stockholders decide at the June 24, 2026 annual meeting?

Stockholders elected three Class III directors, approved executive compensation on a non-binding basis, ratified KPMG LLP as auditor for 2026, and approved an amendment to the 2020 Stock Option and Incentive Plan affecting how the evergreen share increase is calculated.

Which directors were elected at C4 Therapeutics (CCCC) 2026 annual meeting and for how long?

Stockholders elected Andrew J. Hirsch, Stephen Fawell, Ph.D., and Utpal Koppikar as Class III directors. Each will serve until the 2029 annual meeting of stockholders and until a successor is elected and qualified or earlier resignation or removal occurs under the company’s governance framework.

How did C4 Therapeutics (CCCC) stockholders vote on executive compensation in 2026?

Stockholders cast a non-binding, advisory vote approving named executive officer compensation, with 54,935,574 votes for, 1,070,926 against, and 38,870 abstentions. There were 21,049,125 broker non-votes. This advisory vote expresses stockholder views on pay but does not directly change compensation arrangements.

Which auditor did C4 Therapeutics (CCCC) stockholders ratify for the 2026 fiscal year?

Stockholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 76,891,210 votes for, 185,427 against, and 17,858 abstentions, with no broker non-votes reported for this auditor ratification proposal.

What change was approved to C4 Therapeutics’ (CCCC) 2020 Stock Option and Incentive Plan?

Stockholders approved an amendment to the 2020 Stock Option and Incentive Plan to modify the evergreen provision so outstanding pre-funded warrants are included in the total shares outstanding each December 31 when calculating the annual evergreen increase, aligning plan capacity with this additional equity instrument.

Did any other matters come before C4 Therapeutics (CCCC) stockholders at the 2026 annual meeting?

No. The company reported that no other matters were submitted to, or voted on by, stockholders at the annual meeting beyond director elections, the advisory say-on-pay vote, auditor ratification, and the amendment to the 2020 Stock Option and Incentive Plan.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents