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Caribou Biosciences (NASDAQ: CRBU) holders reject officer exculpation

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

Rhea-AI Filing Summary

Caribou Biosciences, Inc. reported results of its June 17, 2026 annual stockholder meeting. Stockholders elected three Class II directors — Andrew Guggenhime, David Johnson, and Nancy Whiting — to serve until the 2029 annual meeting.

They also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. An amendment to the certificate of incorporation to provide for officer exculpation from certain fiduciary duty claims did not receive sufficient support and was not approved. Stockholders approved a proposal to permit adjournment of the meeting if necessary, although the company chose not to adjourn.

Positive

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Insights

Routine annual meeting; governance amendment fails to pass.

Caribou Biosciences held a standard annual meeting where all director nominees were elected and the auditor, Deloitte & Touche LLP, was ratified for the fiscal year ending December 31, 2026. These are typical housekeeping items.

Stockholders did not approve an amendment to the certificate of incorporation that would have provided officer exculpation for certain breaches of fiduciary duty under Delaware law. The adjournment proposal related to that amendment was approved but ultimately not used.

Overall, the outcomes maintain the existing governance framework and board composition. The voting results provide clarity on stockholder preferences regarding officer protections but do not alter the company’s operational or financial position based on the disclosed information.

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 Guggenhime 31,554,511 votes Election of Andrew Guggenhime as Class II director
Votes for Johnson 31,725,652 votes Election of David Johnson as Class II director
Votes for Whiting 31,694,175 votes Election of Nancy Whiting as Class II director
Auditor ratification for 67,457,482 votes Ratification of Deloitte & Touche LLP for FY ending Dec 31, 2026
Officer exculpation for 37,483,637 votes Proposal 3 charter amendment on officer exculpation
Officer exculpation against 3,513,785 votes Proposal 3 charter amendment on officer exculpation
Adjournment for 37,615,389 votes Proposal 4 approval to adjourn 2026 annual meeting if necessary
broker non-votes financial
"Nominee | 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
"selection of Deloitte & Touche 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.
exculpation of officers financial
"to Provide for Exculpation of Officers from Certain Breaches of Fiduciary Duty"
fiduciary duty financial
"from Certain Breaches of Fiduciary Duty to the Fullest Extent Permitted"
Fiduciary duty is the legal and ethical obligation of someone who manages money or makes decisions on behalf of others to act honestly, loyally, and in the best financial interest of those people. Think of it like a trusted guardian managing a household budget who must put the family's needs ahead of their own; for investors, it reduces the risk of conflicts of interest, mismanagement, or self-dealing and helps protect their assets and returns.
General Corporation Law of the State of Delaware regulatory
"to the Fullest Extent Permitted by the General Corporation Law of the State of Delaware"
A state-level statutory framework that acts like a widely used rulebook for how corporations are formed, governed, and dissolved in Delaware. It sets binding rules on directors’ powers, shareholder rights, mergers, and fiduciary duties, and matters to investors because it creates predictable legal outcomes and clear governance standards—like playing a game with well-known rules—affecting control, takeover risk, and the protection of shareholder interests.
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Understanding 8-K Material Events →
FALSE000161985600016198562026-06-172026-06-17


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 17, 2026
________________________________________
Caribou Biosciences, Inc.
(Exact name of Registrant as Specified in Its Charter)
________________________________________
Delaware001-4063145-3728228
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
2929 7th Street, Suite 105
Berkeley, California
94710
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: (510) 982-6030
N/A
(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, $0.0001 par value per shareCRBUNASDAQ 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 5.07 Submission of Matters to a Vote of Security Holders.
On June 17, 2026, Caribou Biosciences, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The final results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below. A more detailed description of each proposal is set forth in the Company’s definitive proxy statement on Schedule 14A (Amendment No. 1), filed with the Securities and Exchange Commission on May 1, 2026.
Proposal 1 - Election of Three Class II Directors
Each of the following nominees was elected to serve as a Class II director, to hold office until the Company’s 2029 annual meeting of stockholders and until their respective successor is duly elected and qualified or until their earlier death, resignation, or removal. The voting results on this proposal were as follows:
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Andrew Guggenhime, M.B.A.
31,554,5119,585,26527,098,425
David Johnson, M.B.A.
31,725,6529,414,12427,098,425
Nancy Whiting, Pharm.D.
31,694,1759,445,60127,098,425
Proposal 2 - Ratification of Selection of Independent Registered Public Accounting Firm
The stockholders ratified the selection by the Audit Committee of the Company’s Board of Directors of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, by the following votes:
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
67,457,482337,911442,8080
Proposal 3 - Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Provide for Exculpation of Officers from Certain Breaches of Fiduciary Duty to the Fullest Extent Permitted by the General Corporation Law of the State of Delaware
The stockholders did not approve the above-referenced amendment to the Company's amended and restated certificate of incorporation. The voting results on this proposal were as follows:
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
37,483,6373,513,785142,35427,098,425
Proposal 4 - Approval of the Adjournment of the 2026 Annual Meeting to a Later Date or Dates, if Necessary, to Permit Further Solicitation and Voting of Proxies in the Event There are not Sufficient Votes in Favor of Proposal 3 or if There are not Sufficient Shares Present to Establish a Quorum.
The stockholders approved the adjournment of the 2026 annual meeting, if necessary, by the following votes:
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
37,615,3893,418,004106,38327,098,425
Although Proposal 3 was not approved, the Company decided not to adjourn the 2026 annual meeting to solicit additional votes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
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.
Caribou Biosciences, Inc.
Date:June 18, 2026By:  /s/ Rachel E. Haurwitz
Rachel E. Haurwitz, Ph.D.
President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Caribou Biosciences (CRBU) stockholders decide at the 2026 annual meeting?

Stockholders elected three Class II directors, ratified Deloitte & Touche LLP as independent auditor for 2026, did not approve an officer exculpation charter amendment, and approved a proposal allowing adjournment of the meeting if needed in connection with that amendment.

Which directors were elected at Caribou Biosciences’ 2026 annual meeting?

Stockholders elected Andrew Guggenhime, M.B.A., David Johnson, M.B.A., and Nancy Whiting, Pharm.D., as Class II directors. Each will serve until the 2029 annual meeting and until a successor is elected and qualified or earlier death, resignation, or removal.

Was Caribou Biosciences’ proposal to add officer exculpation to its charter approved?

No, stockholders did not approve the amendment to the amended and restated certificate of incorporation that would have provided for exculpation of officers from certain fiduciary duty breaches to the fullest extent permitted by Delaware law, based on the reported vote totals.

Who is Caribou Biosciences’ independent auditor for the year ending December 31, 2026?

Stockholders ratified Deloitte & Touche LLP as Caribou Biosciences’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 67,457,482 votes for, 337,911 against, and 442,808 abstentions, and no broker non-votes reported.

Did Caribou Biosciences adjourn its 2026 annual meeting to seek more votes on Proposal 3?

Stockholders approved a proposal authorizing adjournment of the 2026 annual meeting, if necessary, to solicit additional proxies related to Proposal 3. Although this authority was obtained, the company chose not to adjourn and instead concluded the meeting.

What were the vote results for Caribou Biosciences’ Proposal 4 on adjournment?

For Proposal 4, stockholders cast 37,615,389 votes for, 3,418,004 against, and 106,383 abstentions, with 27,098,425 broker non-votes. This approved the ability to adjourn the 2026 annual meeting if needed in connection with Proposal 3 or quorum issues.

Filing Exhibits & Attachments

3 documents

Other Documents