[8-K] C4 Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

C4 Therapeutics, Inc. (NASDAQ: CCCC) filed an 8-K to disclose the results of its 18 June 2025 Annual Meeting and a charter amendment. Stockholders approved doubling the Company’s authorized common shares to 300 million, effective upon the same-day filing of a Certificate of Amendment with the Delaware Secretary of State. This change provides the Board added flexibility for future equity-based financing, M&A currency, and incentive plans, but also increases potential dilution for existing holders.

All three Class II directors—Ronald Harold Wilfred Cooper, Donna Grogan, M.D., and Steven Hoerter—were re-elected for terms expiring at the 2028 annual meeting. Vote support ranged from 79.0 % to 99.6 % of shares cast, with sizeable broker non-votes (10.5 million shares).

Shareholders delivered strong (≈97.6 %) advisory approval of named executive officer (NEO) compensation. KPMG LLP was ratified as independent auditor for fiscal 2025 with 99.7 % support. The share-increase proposal passed with 65.7 % “For” (39.5 million vs 20.7 million “Against”), indicating some concern among holders about dilution. No other matters were presented, and no financial results were reported.

Positive

• Authorized share count increased to 300 million, giving the Company greater flexibility for future financings and strategic initiatives.
• Executive compensation plan received 97.6 % shareholder support, indicating strong alignment between management incentives and investor expectations.
• KPMG LLP re-ratified with 99.7 % approval, preserving auditor continuity and perceived financial statement reliability.

Negative

• 34.3 % of votes opposed the share-increase amendment, highlighting dilution concerns among a significant shareholder segment.
• Doubling authorized shares introduces potential future dilution if management issues additional equity.

Insights

Equity Analyst

TL;DR: Charter amended to double share authorization; governance items passed; dilution risk offset by capital flexibility.

The key actionable item is the expansion of authorized shares from 150 million to 300 million. While no immediate issuance is disclosed, management now has headroom to raise equity or pursue share-based deals without further shareholder approval. Approximately one-third of votes were cast against, signalling moderate dilution sensitivity. Director re-elections and auditor ratification are routine and maintain continuity. Overall impact on valuation is neutral until the Company details capital plans.

Corporate Governance Expert

TL;DR: Governance proposals cleared; 34 % opposition to share increase worth monitoring for future proxy seasons.

All governance resolutions passed, but only 65.7 % support for doubling authorized shares is below best-practice thresholds, suggesting investors want clearer capital allocation rationale. Executive pay earned 97 % support, indicating alignment with pay-for-performance expectations. The Board should proactively communicate any forthcoming share issuances to mitigate dilution concerns and maintain shareholder trust.

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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 18, 2025

_________________________________________________________________

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

On June 18, 2025, C4 Therapeutics, 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 Fifth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 to 300,000,000. On June 18, 2025, the Company filed a Certificate of Amendment to the Company’s Fifth 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.

The Company held its Annual Meeting on June 18, 2025. 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, 2025. The final voting results are set forth below.

a) The stockholders of the Company elected each of Ronald Harold Wilfred Cooper, Donna Grogan, M.D., and Steven Hoerter as Class II directors, to hold office until the 2028 annual meeting of stockholders and until their respective successors have been duly elected and qualified or until his or her earlier resignation or removal. The results of the stockholders’ vote with respect to the election of the Class II directors were as follows:

						For						Withheld						Broker Non-Votes
Ronald Harold Wilfred Cooper						38,963,561						10,829,443						10,514,206
Donna Grogan, M.D.						42,592,170						7,200,834						10,514,206
Steven Hoerter						49,604,182						188,822						10,514,206

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
48,851,725						889,711						51,568						10,514,206

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, 2025. The results of the stockholders’ vote with respect to this ratification proposal were as follows:

For						Against						Abstain						Broker Non-Votes
60,179,540						79,871						47,799						0

d) The Company’s stockholders approved the amendment to the Company’s Fifth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 to 300,000,000. The results of the stockholders’ vote with respect to this proposal were as follows:

For						Against						Abstain						Broker Non-Votes
39,547,136						20,664,896						95,178						0

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
3.1						Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.

			C4 Therapeutics, Inc.
Date: June 18, 2025			By:			/s/ Jolie M. Siegel
						Jolie M. Siegel
						Chief Legal Officer and Secretary

FAQ

Why did C4 Therapeutics (CCCC) amend its certificate of incorporation?

Shareholders approved increasing authorized common shares from 150 million to 300 million to provide the Company more flexibility for future equity issuances.

How much shareholder support did the share increase receive?

The amendment passed with 39,547,136 votes For and 20,664,896 votes Against, or about 65.7 % approval.

Were C4 Therapeutics' directors re-elected at the 2025 Annual Meeting?

Yes. Ronald H. W. Cooper, Donna Grogan, M.D., and Steven Hoerter were each re-elected as Class II directors to serve until 2028.

Did shareholders approve C4 Therapeutics’ executive compensation?

Yes. The say-on-pay proposal received 48,851,725 votes For (≈97.6 % of votes cast).

Who is C4 Therapeutics' independent auditor for fiscal 2025?

KPMG LLP was ratified with 60,179,540 votes For and only 79,871 Against.

Does the 8-K report any financial results or earnings data?

No. The filing is limited to governance matters and does not include revenue, earnings, or other operational metrics.