4D Molecular Therapeutics (NASDAQ: FDMT) investors approve directors, auditor and pay

Rhea-AI Filing Summary

4D Molecular Therapeutics, Inc. reported the results of its 2026 Annual Meeting of Stockholders. As of the record date on April 20, 2026, there were 52,274,735 common shares outstanding, and 44,038,022 shares were represented in person or by proxy at the meeting.

Stockholders elected Class III directors Nancy Miller-Rich, John F. Milligan, Ph.D., and Shawn Cline Tomasello, MBA to serve until the 2029 Annual Meeting or until their successors are elected. Votes for these nominees ranged from 30.5 million to 35.9 million, with additional broker non-votes recorded.

Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 43,900,362 votes for. In an advisory vote, stockholders approved the compensation of named executive officers, with 36,065,437 votes for and 940,414 against.

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 outstanding: 52,274,735 shares Shares represented: 44,038,022 shares Votes for PwC ratification: 43,900,362 votes +5 more

8 metrics

Shares outstanding 52,274,735 shares Common stock outstanding as of April 20, 2026 record date

Shares represented 44,038,022 shares Shares voted in person or by proxy at 2026 Annual Meeting

Votes for PwC ratification 43,900,362 votes Ratification of PricewaterhouseCoopers LLP as auditor for 2026

Say-on-pay support 36,065,437 votes for Advisory approval of named executive officers’ compensation

Broker non-votes 6,964,792 shares Broker non-votes on director and compensation proposals

Votes for Nancy Miller-Rich 35,880,028 votes Election as Class III director

Votes for John F. Milligan 35,778,121 votes Election as Class III director

Votes for Shawn Cline Tomasello 30,508,706 votes Election as Class III director

Key Terms

broker non-votes, independent registered public accounting firm, advisory, non-binding basis, Annual Meeting of Stockholders, +1 more

5 terms

broker non-votes financial

"BROKER NON-VOTES 6,964,792"

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

"ratified the selection of PricewaterhouseCoopers LLP as the 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, non-binding basis financial

"approved, on an advisory, non-binding basis, the named executive officers’ compensation"

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders virtually via the internet"

Class III director financial

"elected by a plurality of votes cast the Class III director nominees"

A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.

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Understanding 8-K Material Events →

false000165064800016506482026-06-172026-06-17

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

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, 2026, 4D Molecular Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via the internet. On April 20, 2026, the record date for the meeting, there were 52,274,735 shares of the Company’s common stock outstanding with each such share being entitled to one vote per share.

At the Annual Meeting, 44,038,022 shares of the Company’s common stock were voted in person or by proxy for the three 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 28, 2026 (the “Proxy Statement”).

Proposal 1. The Company’s stockholders elected by a plurality of votes cast the Class III director nominees below to the Company’s Board of Directors to hold office until the 2029 Annual Meeting of Stockholders or until their successors are elected.

NOMINEE		FOR		WITHHELD				BROKER NON-VOTES
Nancy Miller-Rich		35,880,028			1,193,202				6,964,792
John F. Milligan, Ph.D.		35,778,121			1,295,109				6,964,792
Shawn Cline Tomasello, MBA		30,508,706			6,564,524				6,964,792

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, 2026.

FOR		AGAINST				ABSTAIN
43,900,362			55,763				81,897

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
36,065,437		940,414		67,379		6,964,792

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 22, 2026	By:	/s/Kristian Humer
			Kristian Humer Chief Financial Officer

FAQ

What did 4D Molecular Therapeutics (FDMT) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing three Class III directors, ratifying PricewaterhouseCoopers LLP as auditor for 2026, and approving executive compensation on an advisory basis. All three proposals received the required support and were approved at the meeting.

How many 4D Molecular Therapeutics (FDMT) shares were eligible and voted at the 2026 annual meeting?

There were 52,274,735 common shares outstanding as of April 20, 2026, each entitled to one vote. At the meeting, 44,038,022 shares were represented in person or by proxy, indicating a high level of shareholder participation in the voting process.

Were the director nominees elected at 4D Molecular Therapeutics’ 2026 annual meeting?

Yes. Class III director nominees Nancy Miller-Rich, John F. Milligan, Ph.D., and Shawn Cline Tomasello, MBA were elected by a plurality of votes cast. They will serve until the 2029 Annual Meeting of Stockholders or until their successors are elected.

Did 4D Molecular Therapeutics (FDMT) stockholders approve the 2026 auditor ratification?

Yes. Stockholders ratified the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 43,900,362 votes for, 55,763 votes against, and 81,897 abstentions recorded.

How did 4D Molecular Therapeutics stockholders vote on executive compensation in 2026?

Stockholders approved, on an advisory and non-binding basis, the compensation of named executive officers. The vote totaled 36,065,437 shares for, 940,414 against, 67,379 abstentions, and 6,964,792 broker non-votes, indicating overall support for the compensation program.

What are broker non-votes in the 4D Molecular Therapeutics (FDMT) 2026 voting results?

Broker non-votes occur when brokers hold shares in street name but lack instructions to vote on certain proposals. In this meeting, broker non-votes were reported on director elections and the executive compensation advisory vote, totaling 6,964,792 shares in each of those proposals.

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