Shareholders at Foghorn Therapeutics (NASDAQ: FHTX) approve pay and auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Foghorn Therapeutics Inc. held its 2026 Annual Meeting of Stockholders on June 24, 2026. Stockholders elected three Class III directors—Douglas Cole, M.D., Balkrishan (Simba) Gill, Ph.D., and B. Lynne Parshall—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. On an advisory basis, stockholders approved the compensation of the company’s named executive officers and supported holding future advisory votes on executive compensation every one year. A total of 58,713,922 shares were entitled to vote, with 51,708,896 shares present or represented by proxy.

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 entitled to vote: 58,713,922 shares Shares present or by proxy: 51,708,896 shares Votes for Simba Gill: 45,956,872 votes +3 more

6 metrics

Shares entitled to vote 58,713,922 shares Common stock entitled to vote at 2026 Annual Meeting

Shares present or by proxy 51,708,896 shares Common stock present or represented at 2026 Annual Meeting

Votes for Simba Gill 45,956,872 votes Election as Class III director

Votes for auditor ratification 51,661,238 votes Ratification of Deloitte & Touche LLP for 2026

Votes for executive pay 45,637,005 votes Advisory approval of named executive officer compensation

Votes for annual say-on-pay 45,574,407 votes Preference for one-year frequency on advisory pay votes

Key Terms

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

5 terms

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."

independent registered public accounting firm financial

"to ratify the selection of Deloitte & Touche 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 basis financial

"To approve, on an advisory basis, the compensation of the Company's named executive officers"

broker non-votes financial

"Votes For | Votes Against | Abstentions | 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.

named executive officers financial

"the compensation of the Company's named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

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Understanding 8-K Material Events →

Available on EDGAR 06/24/2026 - 04:03 PM Accepted by SEC EDGAR 06/24/2026 - 04:01 PM

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 24, 2026


________________________________________________________________________________________________

Foghorn Therapeutics Inc.

(Exact name of registrant as specified in its charter)


________________________________________________________________________________________________

Delaware

001-39634

47-5271393

(State or other jurisdiction of incorporation)

(Commission

File Number)

(IRS Employer Identification No.)

99 Coolidge Avenue Suite 500

Watertown,

02472

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, including area code): (617) 586-3100

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:


☐			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

FHTX

The Nasdaq Global 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 24, 2026, Foghorn Therapeutics Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The following proposals were submitted to the Company’s stockholders at the Annual Meeting:

(i) To elect Douglas Cole, M.D., Balkrishan (Simba) Gill, Ph.D., and B. Lynne Parshall as Class III directors, each for a three-year term;

(ii) To ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026;

(iii) To approve, on an advisory basis, the compensation of the Company's named executive officers; and

(iv) To approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company's named executive officers.

The proposals are described in detail in the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission on April 30, 2026.

The number of shares of common stock entitled to vote at the Annual Meeting was 58,713,922. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 51,708,896. The final votes regarding each proposal are set forth below:

(i) Election of directors.

The stockholders of the Company elected each of the following director nominees to serve until the 2029 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.


Director Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Douglas Cole, M.D.	35,118,798	10,987,092	5,562	5,597,444
Simba Gill, Ph.D.	45,956,872	151,145	3,435	5,597,444
B. Lynne Parshall	44,412,258	1,695,530	3,664	5,597,444

(ii) Ratification of appointment of independent registered public accounting firm.

The stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the Company's independent public accounting firm for the fiscal year ending December 31, 2026.


Votes For	Votes Against	Abstentions	Broker Non-Votes
51,661,238	47,431	227	0

(iii) Approval, on an advisory basis, of Foghorn's named executive officers.

The stockholders of the Company approved, on an advisory basis, the compensation paid to the Company's named executive officers.


Votes For	Votes Against	Abstentions	Broker Non-Votes
45,637,005	468,947	5,500	5,597,444

(iv) Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of Foghorn's named executive officers.

The stockholders of the Company approved, on an advisory basis, the frequency of one year for future advisory votes on executive compensation.


One Year	Two Years	Three Years	Abstentions	Broker Non-Votes
45,574,407	3,577	520,621	12,847	5,597,444

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.



			FOGHORN THERAPEUTICS INC.
			By:						/s/ Ryan Maynard
									Ryan Maynard
									Chief Financial Officer

Date: June 24, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Foghorn Therapeutics (FHTX) shareholders approve at the 2026 annual meeting?

Shareholders elected three Class III directors, ratified Deloitte & Touche LLP as auditor for 2026, approved named executive officer compensation on an advisory basis, and supported annual advisory votes on executive pay.

How many Foghorn Therapeutics (FHTX) shares were eligible and represented at the 2026 meeting?

A total of 58,713,922 shares of common stock were entitled to vote at the meeting, and 51,708,896 shares were present or represented by valid proxy, indicating strong shareholder participation.

Were Foghorn Therapeutics’ director nominees elected at the 2026 annual meeting?

Yes. All three Class III director nominees—Douglas Cole, M.D., Balkrishan (Simba) Gill, Ph.D., and B. Lynne Parshall—were elected to serve until the 2029 annual meeting, receiving substantial votes in favor.

Did Foghorn Therapeutics (FHTX) shareholders ratify Deloitte & Touche as auditor?

Yes. Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 51,661,238 votes for and very few votes against or abstentions.

How did Foghorn Therapeutics shareholders vote on executive compensation in 2026?

On an advisory basis, shareholders approved compensation for the company’s named executive officers with 45,637,005 votes for, 468,947 votes against, and 5,500 abstentions, plus 5,597,444 broker non-votes recorded.

What frequency for say-on-pay votes did Foghorn Therapeutics investors prefer?

Shareholders approved, on an advisory basis, holding future advisory votes on executive compensation every one year, with 45,574,407 votes for one year and smaller totals for two-year, three-year, and abstention options.

Filing Exhibits & Attachments

3 documents