Cogent Biosciences (NASDAQ: COGT) 2026 meeting backs board, auditor and pay
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Cogent Biosciences, Inc. held its 2026 Annual Meeting of Stockholders on June 9, 2026. As of the April 13, 2026 record date, 170,801,004 shares of common stock were entitled to vote.
All three director nominees, Chris Cain, Ph.D., Arlene Morris, and Todd Shegog, were elected. Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm and approved the advisory vote on executive compensation.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
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.
Key Figures
Shares entitled to vote: 170,801,004 shares
Votes for Chris Cain, Ph.D.: 124,356,809 votes
Votes for Arlene Morris: 120,180,517 votes
+3 more
6 metrics
Shares entitled to vote
170,801,004 shares
Common stock as of April 13, 2026 record date
Votes for Chris Cain, Ph.D.
124,356,809 votes
Proposal 1 director election
Votes for Arlene Morris
120,180,517 votes
Proposal 1 director election
Votes for Todd Shegog
124,143,441 votes
Proposal 1 director election
Votes for auditor ratification
154,001,553 votes
Proposal 2 PricewaterhouseCoopers LLP ratification
Votes for say-on-pay
129,183,846 votes
Proposal 3 advisory vote on executive compensation
Key Terms
Annual Meeting of Stockholders, record date, broker non-votes, independent registered public accounting firm, +1 more
5 terms
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"
record date financial
"As of the close of business on April 13, 2026, the record date"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
broker non-votes financial
"Votes For | | | Votes Withheld | | | Broker Non-Votes"
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
"Ratification of PricewaterhouseCoopers LLP as 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.
Advisory Vote on Executive Compensation financial
"Proposal 3. Advisory Vote on Executive Compensation"
A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.
FAQ
What did Cogent Biosciences (COGT) stockholders vote on at the 2026 Annual Meeting?
Stockholders voted on electing three directors, ratifying PricewaterhouseCoopers LLP as independent registered public accounting firm, and approving an advisory vote on executive compensation. All three proposals received sufficient support to pass at the 2026 Annual Meeting.
Were Cogent Biosciences (COGT) director nominees elected at the 2026 Annual Meeting?
Yes, all three director nominees were elected. Chris Cain, Ph.D., received 124,356,809 votes for, Arlene Morris received 120,180,517 votes for, and Todd Shegog received 124,143,441 votes for, each with additional withheld and broker non-vote totals reported.
How did Cogent Biosciences (COGT) stockholders vote on the auditor ratification?
Stockholders strongly supported ratifying PricewaterhouseCoopers LLP as independent registered public accounting firm, with 154,001,553 votes for, 399,367 votes against, and 33,593 abstentions. There were no broker non-votes reported for this ratification proposal at the 2026 Annual Meeting.
What was the outcome of Cogent Biosciences’ (COGT) say-on-pay vote in 2026?
Stockholders approved the advisory vote on executive compensation. The proposal received 129,183,846 votes for, 13,977,449 votes against, 32,606 abstentions, and 11,240,612 broker non-votes, indicating overall support for the company’s executive pay program that year.
When and where did Cogent Biosciences (COGT) hold its 2026 Annual Meeting of Stockholders?
The company held its 2026 Annual Meeting of Stockholders on June 9, 2026, at 9:00 a.m. Eastern Time. Cogent Biosciences’ principal executive offices are located at 180 Third Avenue, 4th Floor, Waltham, Massachusetts 02451, which anchors its corporate base.