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

Rhea-AI Filing Summary

Cyclerion Therapeutics, Inc. (Nasdaq: CYCN) filed a Current Report on Form 8-K disclosing the formal voting results from its 16 June 2025 Annual Meeting of Shareholders.

• Election of directors: All six nominees—Errol De Souza, Regina Graul, Peter M. Hecht, Steven Hyman, Michael Higgins and Dina Katabi—were re-elected, each receiving roughly 1.32–1.34 million votes FOR versus 63–73 thousand AGAINST; 743,285 broker non-votes were recorded.
• Auditor ratification: Ernst & Young LLP was confirmed for fiscal 2025 with 2,072,684 FOR, 57,547 AGAINST and 147 ABSTAIN.
• Say-on-pay (advisory): Executive compensation passed (1,312,697 FOR; 78,221 AGAINST; 6,203 ABSTAIN).
• Say-on-pay frequency: Shareholders favored an annual vote (827,809 one-year vs. 562,965 three-year).
• Adjournment authority: The option to adjourn, if necessary, also passed (2,036,703 FOR; 84,719 AGAINST; 18,984 ABSTAIN).

The filing is procedural, reinforces existing governance structures and contains no new financial, operational or strategic disclosures likely to affect the company’s near-term outlook.

Positive

• All six directors re-elected, demonstrating strong shareholder confidence in current leadership.
• Ernst & Young LLP ratified with 97% support, ensuring audit continuity and minimized reporting risk.
• Annual say-on-pay frequency adopted, aligning with governance best practices and enhancing investor feedback mechanisms.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Routine AGM outcomes; board, auditor and pay package all comfortably approved.

Shareholder support exceeded 90% on every director and auditor proposal, signaling continued confidence in the board and management team. The move to an annual say-on-pay cadence aligns with ISS and Glass Lewis best-practice recommendations, potentially improving ongoing engagement with investors. Because the meeting produced no policy changes, capital allocation shifts or leadership turnover, the disclosure is largely procedural and not expected to move valuation multiples or risk perceptions.

Portfolio Manager

TL;DR: Governance status quo preserved; no immediate portfolio action required.

The decisive re-election of directors and ratification of EY eliminate near-term governance overhangs. Vote tallies reveal modest but not concerning dissent on compensation (≈5.6% AGAINST), within normal biotech small-cap ranges. While positive for continuity, the absence of financial guidance, pipeline updates or strategic transactions means the event is neutral from a fundamental and catalyst perspective. Positions in CYCN can be maintained; performance drivers remain clinical milestones rather than governance events.

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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 (June 16, 2025)

CYCLERION THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Massachusetts		001-38787		83-1895370
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

245 First Street, 18th Floor

Cambridge, Massachusetts 02142

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (857) 327-8778

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, no par value		CYCN		The Nasdaq Stock Market LLC

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.

At the Annual Meeting of Shareholders of Cyclerion Therapeutics, Inc. (the “Company”) held on June 16, 2025, as contemplated by the Company’s definitive proxy material for the meeting, certain matters were submitted to a vote of shareholders. The following tables summarize the results of voting with respect to each matter:

1. Election of Directors:

		For				Against				Abstain				Broker Non-Votes
Errol De Souza, Ph.D.			1,332,504				64,573				44				743,285
Regina Graul, Ph.D.			1,334,531				62,543				47				743,285
Peter M. Hecht, Ph.D.			1,323,702				73,376				43				743,285
Steven Hyman, M.D.			1,328,384				68,692				45				743,285
Michael Higgins			1,334,201				62,876				44				743,285
Dina Katabi, Ph.D.			1,334,243				62,798				80				743,285

2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

For		Against		Abstain
2,072,684		57,547		147

3. The compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved in an advisory vote, as set forth below:

For		Against		Abstain		Broker Non-Votes
1,312,697		78,221		6,203		743,285

4 The frequency of the future votes on compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved in an advisory vote, as set forth below:

One Year		Two Years		Three Years		Abstain		Broker Non-Votes
827,809		164		562,965		6,183		0

5. 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 either the Election of Directors Proposal or the Auditor Ratification Proposal:

For		Against		Abstain		Broker Non-Votes
2,036,703		84,719		18,984		0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File

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.

						Cyclerion Therapeutics, Inc.
Dated: June 18, 2025						By:		/s/ Regina Graul
						Name:		Regina Graul
						Title:		President and Chief Executive Officer

FAQ

What were the 2025 director election results for CYCN?

Each of the six nominees received roughly 1.32–1.34 million votes FOR, with 63-73 thousand AGAINST, and were re-elected.

Did Cyclerion shareholders approve executive compensation in 2025?

Yes. Say-on-pay passed with 1,312,697 FOR, 78,221 AGAINST and 6,203 ABSTAIN votes.

How often will Cyclerion hold future say-on-pay votes?

Shareholders chose an annual advisory vote on executive compensation (827,809 votes for one-year frequency).

Was Ernst & Young retained as Cyclerion's auditor for 2025?

Yes. EY was ratified with 2,072,684 FOR, 57,547 AGAINST and 147 ABSTAIN votes.

Does the Form 8-K include new financial performance data?

No. The filing is limited to shareholder voting results and contains no earnings or pipeline updates.