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

Rhea-AI Filing Summary

Fulcrum Therapeutics (NASDAQ:FULC) filed a Form 8-K reporting the results of its 26 June 2025 annual stockholder meeting.

• Shareholders elected Katina Dorton, Robert Gould and Kate Haviland as Class III directors for terms ending in 2028.
• The non-binding say-on-pay proposal passed with 46.1 million votes for, 0.11 million against and 8.3 thousand abstentions.
• Investors recommended an annual frequency for future say-on-pay votes (44.9 million votes for one year).
• Ernst & Young LLP was ratified as independent auditor for fiscal 2025 with 49.5 million votes for and no broker non-votes.

No other material corporate actions or operational changes were disclosed.

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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 26, 2025

FULCRUM THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38978		47-4839948
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

26 Landsdowne Street Cambridge, Massachusetts		02139
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 651-8851

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, par value $0.001 per share		FULC		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.

The following is a summary of the matters voted on at the 2025 annual meeting of stockholders of Fulcrum Therapeutics, Inc., or Fulcrum, held on June 26, 2025, or the Annual Meeting.

a) Fulcrum’s stockholders elected Katina Dorton, Robert Gould, and Kate Haviland as class III directors, each for a three-year term ending at the annual meeting of stockholders to be held in 2028 and each until her or his respective successor has been duly elected and qualified or until her or his earlier death, resignation or removal. The results of the stockholders’ vote with respect to the election of the three class III directors are as follows:

Name		Votes For				Votes Withheld				Broker Non-Votes
Katina Dorton			44,618,582				1,601,489				3,317,555
Robert J. Gould			43,847,378				2,372,693				3,317,555
Kate Haviland			33,203,495				13,016,576				3,317,555

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

Votes For		Votes Against		Abstain		Broker Non-Votes
46,099,800		111,967		8,304		3,317,555

c) Fulcrum’s stockholders selected “one” year as the non-binding recommended frequency for future non-binding advisory votes on the compensation of Fulcrum’s named executive officers. The results of the stockholders’ vote with respect to such non-binding advisory vote on frequency are as follows:

One Year		Two Years		Three Years		Abstain		Broker Non-Votes
44,882,180		51,488		1,273,388		13,015		3,317,555

Consistent with the stockholder voting results above and the recommendation of Fulcrum’s board of directors as disclosed in Fulcrum’s proxy statement for the Annual Meeting, Fulcrum’s board of directors has determined to solicit a non-binding advisory vote on the compensation of its named executive officers every year until the next required stockholder vote on the frequency of such non-binding advisory vote, or until Fulcrum’s board of directors determines that a different frequency of such non-binding advisory vote is in the best interest of Fulcrum’s stockholders.

d) Fulcrum’s stockholders ratified the selection of Ernst & Young LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the stockholders’ vote with respect to such ratification are as follows:

Votes For		Votes Against		Abstain		Broker Non-Votes
49,513,190		22,808		1,628		0

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.

						FULCRUM THERAPEUTICS, INC.
Date: June 27, 2025				By:		/s/ Curtis Oltmans
						Name: Curtis Oltmans Title: Chief Legal Officer

FAQ

Which directors did FULC shareholders elect at the 2025 annual meeting?

Katina Dorton, Robert Gould and Kate Haviland were elected as Class III directors for terms ending in 2028.

Was Fulcrum Therapeutics' 2025 say-on-pay proposal approved?

Yes. 46,099,800 votes supported executive compensation versus 111,967 against.

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

Shareholders recommended an annual vote, with 44,882,180 votes favoring a one-year frequency.

Did shareholders ratify Ernst & Young as Fulcrum Therapeutics' 2025 auditor?

Yes. 49,513,190 votes were cast in favor, 22,808 against and 1,628 abstained.