Dyne Therapeutics (DYN) investors double share authorization and approve all proposals

Rhea-AI Filing Summary

Dyne Therapeutics, Inc. reported results from its 2026 annual stockholder meeting. Stockholders elected David Lubner, Brian Posner and Jason Rhodes as Class III directors to serve three-year terms ending at the 2029 annual meeting.

Stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers and ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. They also approved an amendment to increase authorized common shares from 200,000,000 to 400,000,000 and a separate amendment providing for officer exculpation, with both amendments effected by certificates of amendment filed on June 8, 2026.

Insights

Corporate governance analyst

Dyne stockholders backed all management proposals, including key charter changes.

Stockholders supported the full Class III director slate and gave advisory approval to named executive officer pay, signaling alignment with the current board and compensation structure. Ratification of Deloitte & Touche LLP maintains continuity in the company’s external audit oversight.

The increase in authorized common stock from 200 million to 400 million shares expands Dyne’s capacity for future equity issuance, whether for financing, acquisitions or employee incentives, though no specific use is described here. Approval of officer exculpation aligns with a broader Delaware trend, limiting personal monetary liability for certain officer conduct as permitted by law, which may aid officer recruitment and retention but modestly shifts the governance balance toward management.

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

Authorized common shares: 200,000,000 to 400,000,000 shares Director vote – David Lubner: 136,331,376 for; 12,741,582 withheld Executive pay advisory vote: 147,732,142 for; 1,279,302 against +2 more

5 metrics

Authorized common shares 200,000,000 to 400,000,000 shares Increase approved via charter amendment

Director vote – David Lubner 136,331,376 for; 12,741,582 withheld Class III director election with 9,669,965 broker non-votes

Executive pay advisory vote 147,732,142 for; 1,279,302 against Say-on-pay with 61,514 abstain and 9,669,965 broker non-votes

Officer exculpation vote 136,735,765 for; 12,310,752 against Charter amendment with 26,441 abstain and 9,669,965 broker non-votes

Auditor ratification vote 158,690,016 for; 25,660 against Deloitte & Touche LLP for fiscal year ending December 31, 2026

Key Terms

non-binding advisory basis, authorized shares, officer exculpation, independent registered public accounting firm, +1 more

5 terms

non-binding advisory basis regulatory

"approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

authorized shares financial

"to increase the number of authorized shares of common stock from 200,000,000 shares to 400,000,000 shares"

Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.

officer exculpation regulatory

"approved an amendment to the Company’s restated certificate of incorporation to provide for officer exculpation"

A charter clause that limits company officers’ personal responsibility for money damages when they make business decisions that turn out poorly, unless they acted in bad faith, engaged in intentional wrongdoing, or took improper personal gain. It matters to investors because it changes the practical risk and accountability for senior managers—similar to giving a driver limited crash liability, it can encourage bold decision-making but may reduce the chance shareholders can recover losses if officers behaved improperly.

independent registered public accounting firm regulatory

"ratified the appointment 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.

broker non-votes regulatory

"Broker Non-Votes 147,732,142 | | 1,279,302 | | 61,514 | | 9,669,965"

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.

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Understanding 8-K Material Events →

0001818794false00018187942026-06-052026-06-05

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 5, 2026

Dyne Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-39509	36-4883909
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1560 Trapelo Road Waltham, Massachusetts		02451
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 786-8230

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 (see General Instruction A.2. below):

☐ 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 share		DYN		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 ☐

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 5, 2026, Dyne Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). The following is a summary of the matters voted on at the 2026 Annual Meeting.

a)The stockholders of the Company elected David Lubner, Brian Posner and Jason Rhodes as Class III directors, each to serve for a three-year term expiring at the 2029 annual meeting of stockholders and until his respective successor has been duly elected and qualified. The results of the stockholders’ vote with respect to such matter were as follows:

Name		For		Withheld		Broker Non-Votes
David Lubner		136,331,376		12,741,582		9,669,965
Brian Posner		148,535,323		537,635		9,669,965
Jason Rhodes		130,313,227		18,759,731		9,669,965

b)The stockholders of the Company approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The results of the stockholders’ vote, on a non-binding advisory basis, with respect to such matter were as follows:

For		Against		Abstain		Broker Non-Votes
147,732,142		1,279,302		61,514		9,669,965

c)The stockholders of the Company approved an amendment to the Company’s restated certificate of incorporation to increase the number of authorized shares of common stock from 200,000,000 shares to 400,000,000 shares (the “Authorized Shares Amendment”). The results of the stockholders' vote with respect to such matter were as follows:

For		Against		Abstain
157,762,168		913,118		67,637

The Company filed a certificate of amendment to its restated certificate of incorporation with the Secretary of State of the State of Delaware on June 8, 2026, to effect the Authorized Shares Amendment.

d)The stockholders of the Company approved an amendment to the Company’s restated certificate of incorporation to provide for officer exculpation (the “Officer Exculpation Amendment”). The results of the stockholders' vote with respect to such matter were as follows:

For		Against		Abstain		Broker Non-Votes
136,735,765		12,310,752		26,441		9,669,965

The Company filed a certificate of amendment to its restated certificate of incorporation with the Secretary of State of the State of Delaware on June 8, 2026, to effect the Officer Exculpation Amendment.

e)The stockholders of the Company ratified the appointment of Deloitte & Touche 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 such matter were as follows:

For		Against		Abstain
158,690,016		25,660		27,247

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 hereunto duly authorized.

		DYNE THERAPEUTICS, INC.
Date: June 8, 2026		By:		/s/ John G. Cox
				Name:		John G. Cox
				Title:		President and Chief Executive Officer

FAQ

What did Dyne Therapeutics (DYN) stockholders decide at the 2026 annual meeting?

Dyne Therapeutics stockholders elected three Class III directors, approved executive compensation on a non-binding advisory basis, ratified Deloitte & Touche LLP as auditor, and adopted two charter amendments covering authorized share increases and officer exculpation.

Which directors were elected at Dyne Therapeutics’ 2026 annual meeting?

Stockholders elected David Lubner, Brian Posner and Jason Rhodes as Class III directors. Each will serve a three-year term expiring at the 2029 annual meeting, continuing the existing board structure and leadership oversight at Dyne Therapeutics.

How did Dyne Therapeutics (DYN) stockholders vote on executive compensation?

Stockholders approved the compensation of Dyne Therapeutics’ named executive officers on a non-binding advisory basis, with 147,732,142 votes for, 1,279,302 against, 61,514 abstentions and 9,669,965 broker non-votes, indicating broad support for the pay program.

Did Dyne Therapeutics (DYN) increase its authorized common shares?

Yes. Stockholders approved an amendment raising authorized common stock from 200,000,000 to 400,000,000 shares, with 157,762,168 votes for, 913,118 against and 67,637 abstaining. A certificate of amendment was filed on June 8, 2026 to implement this change.

What is the officer exculpation amendment approved by Dyne Therapeutics stockholders?

Stockholders approved an amendment to Dyne Therapeutics’ restated certificate of incorporation providing for officer exculpation. The vote was 136,735,765 for, 12,310,752 against, 26,441 abstentions, plus 9,669,965 broker non-votes, and it was effected via a filed certificate of amendment.

Who is Dyne Therapeutics’ auditor for the year ending December 31, 2026?

Stockholders ratified Deloitte & Touche LLP as Dyne Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 158,690,016 votes for, 25,660 against and 27,247 abstentions, confirming continued engagement of the same audit firm.

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