[8-K] 4D Molecular Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

On June 17, 2025, 4D Molecular Therapeutics, Inc. (Nasdaq: FDMT) held its 2025 virtual Annual Meeting of Stockholders. Of the 46.3 million outstanding shares, 38.5 million (≈83%) were represented in person or by proxy.

• Director elections (Proposal 1): All three Class II nominees were re-elected to serve until the 2028 AGM. Support ranged from 84.5% (Dr. Charles P. Theuer) to 98.9% (Susannah Gray).
• Auditor ratification (Proposal 2): Shareholders overwhelmingly confirmed PricewaterhouseCoopers LLP for FY 2025 (≈99.8% in favor).
• Say-on-pay (Proposal 3): 98.7% of votes cast approved FY 2024 executive compensation on an advisory basis.
• Say-on-pay frequency (Proposal 4): A majority (≈99%) selected one-year intervals for future advisory votes; the board will follow this cadence.

No other business or material transactions were reported. The results signal continued shareholder endorsement of the company’s leadership, compensation practices, and external auditor.

Positive

• Board stability maintained through re-election of all Class II directors until 2028.
• Auditor PwC ratified with 99.8% support, reducing audit-related uncertainty.
• Annual say-on-pay frequency ensures regular shareholder engagement on compensation issues.

Negative

• Moderate dissent (≈15.5%) against Dr. Theuer may indicate isolated investor concerns, though not currently material.

Insights

Corporate Governance Expert

TL;DR: Routine AGM; strong approval signals stable governance, minimal risk.

The slate passed comfortably, with dissent well below levels that normally trigger governance concern. Re-election secures board continuity through 2028, while near-unanimous auditor support removes uncertainty around FY 2025 financial reporting. Annual say-on-pay frequency aligns FDMT with prevailing S&P 500 practice, offering regular feedback loops without imposing significant administrative burden. Overall, the meeting outcome reflects healthy shareholder relations.

Portfolio Manager

TL;DR: Neutral financial impact; confirms status quo rather than creating new catalysts.

The voting results neither alter strategy nor affect near-term cash flows. Investors should view the filing as housekeeping, albeit with positive overtones: board continuity, auditor assurance, and an annual say-on-pay cadence that can spotlight future pay-for-performance alignment. Absent revenue or clinical updates, the 8-K does not warrant portfolio reallocation.

0001650648false00016506482025-06-172025-06-17

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, 2025

4D Molecular Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39782	47-3506994
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
5858 Horton Street #455
Emeryville, California				94608
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (510) 505-2680

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 share		FDMT		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 17, 2025, 4D Molecular Therapeutics, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via the internet. On April 21, 2025, the record date for the meeting, there were 46,324,642 shares of the Company’s common stock outstanding with each such share being entitled to one vote per share.

At the Annual Meeting, 38,470,536 shares of the Company’s common stock were voted in person or by proxy for the four proposals set forth below, each of which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 29, 2025 (the “Proxy Statement”).

Proposal 1. The Company’s stockholders elected by a majority of votes cast the Class II director nominees below to the Company’s Board of Directors to hold office until the 2028 Annual Meeting of Stockholders or until their successors are elected.

NOMINEE		FOR		WITHHELD				BROKER NON-VOTES
Jacob Chacko, M.D., MBA		28,579,453			3,691,962				6,199,121
Susannah Gray, MBA		31,923,027			348,388				6,199,121
Charles P. Theuer, M.D., Ph.D.		27,285,806			4,985,609				6,199,121

Proposal 2. The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025.

FOR		AGAINST				ABSTAIN
38,380,552			81,490				8,494

Proposal 3. The Company’s stockholders approved, on an advisory, non-binding basis, the named executive officers’ compensation as disclosed in the Proxy Statement.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
31,841,967		394,002		35,446		6,199,121

Proposal 4. The Company’s stockholders approved, on an advisory, non-binding basis, one year as the frequency of future advisory votes on named executive officer compensation.

1 YEAR		2 YEARS		3 YEARS		ABSTAIN		BROKER NON-VOTES
32,152,558		3,831		94,947		20,079		6,199,121

Based on these voting results, and the recommendation of the Company’s Board of Directors that was included in the Proxy Statement, the Company has determined that it will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next stockholder advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.

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.

			4D MOLECULAR THERAPEUTICS, INC.
Date:	June 20, 2025	By:	/s/ Uneek Mehra
			Uneek Mehra Chief Financial and Business Officer

FAQ

What were the key outcomes of FDMT's 2025 Annual Meeting?

Shareholders re-elected all Class II directors, ratified PwC as auditor, approved FY 2024 executive pay, and chose annual say-on-pay votes.

How many votes supported the re-election of Susannah Gray to FDMT's board?

31,923,027 votes, representing ≈98.9% of votes cast, supported her re-election.

Did FDMT shareholders approve the company's executive compensation plan?

Yes. 31.84 million votes (≈98.7%) were in favor on an advisory basis.

Which audit firm will serve FDMT for fiscal 2025?

Shareholders ratified PricewaterhouseCoopers LLP with 38.38 million votes in favor.

How frequently will FDMT hold future advisory votes on executive pay?

Investors selected a one-year frequency; the company will conduct annual say-on-pay votes.