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Fulcrum Therapeutics (FULC) details 2026 stockholder voting on directors and key proposals

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8-K

Rhea-AI Filing Summary

Fulcrum Therapeutics, Inc. reported the voting results from its 2026 annual meeting of stockholders held on June 24, 2026. Stockholders voted on the election of three director nominees and two additional proposals.

For the board seats, Sonja Banks received 43,187,717 votes for and 10,601,385 votes withheld, while Alan Ezekowitz received 52,317,282 votes for and 1,471,820 votes withheld. Colin Hill received 52,363,595 votes for and 1,425,507 votes withheld. Each director vote included 5,062,117 broker non-votes.

A separate proposal received 50,735,617 votes for, 3,026,397 votes against, 27,088 abstentions and 5,062,117 broker non-votes. Another proposal received 58,793,645 votes for, 36,178 votes against and 21,396 abstentions with no broker non-votes reported.

Positive

  • None.

Negative

  • None.
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.
Votes for Sonja Banks 43,187,717 votes Director election at 2026 annual meeting
Votes for Alan Ezekowitz 52,317,282 votes Director election at 2026 annual meeting
Votes for Colin Hill 52,363,595 votes Director election at 2026 annual meeting
Broker non-votes for director items 5,062,117 votes Per director election at 2026 annual meeting
Proposal vote 1 – For 50,735,617 votes Non-director proposal at 2026 annual meeting
Proposal vote 1 – Against 3,026,397 votes Non-director proposal at 2026 annual meeting
Proposal vote 2 – For 58,793,645 votes Non-director proposal at 2026 annual meeting
Proposal vote 2 – Against 36,178 votes Non-director proposal at 2026 annual meeting
broker non-votes financial
"Votes For | | Votes Against | | Abstain | | Broker Non-Votes 50,735,617 | | 3,026,397 | | 27,088 | | 5,062,117"
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.
annual meeting of stockholders financial
"the 2026 annual meeting of stockholders of Fulcrum Therapeutics, Inc., or Fulcrum, held on June 24, 2026"
emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Nasdaq Global Market market
"Common stock, par value $0.001 per share | | FULC | | The Nasdaq Global Market"
The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.
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Understanding 8-K Material Events →
false 0001680581 0001680581 2026-06-24 2026-06-24
 
 

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

 

 

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 2026 annual meeting of stockholders of Fulcrum Therapeutics, Inc., or Fulcrum, held on June 24, 2026, or the Annual Meeting.

 

  a)

Fulcrum’s stockholders elected Sonja Banks, Alan Ezekowitz, and Colin Hill as class I directors, each for a three-year term ending at the annual meeting of stockholders to be held in 2029 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 I directors are as follows:

 

Name

    Votes
For		      Votes
Withheld		      Broker
Non-Votes		  

Sonja Banks

      43,187,717        10,601,385        5,062,117  

Alan Ezekowitz

      52,317,282        1,471,820        5,062,117  

Colin Hill

      52,363,595        1,425,507        5,062,117  

 

  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

50,735,617   3,026,397   27,088   5,062,117

 

  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, 2026. The results of the stockholders’ vote with respect to such ratification are as follows:

 

Votes

For

  

Votes

Against

  

Abstain

  

Broker
Non-Votes

58,793,645   36,178   21,396   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 25, 2026     By:  

/s/ Curtis Oltmans

    Name:   Curtis Oltmans
    Title:   Chief Legal Officer and Head of External Affairs

Source: View Original Filing on SEC EDGAR

FAQ

What did Fulcrum Therapeutics (FULC) disclose in this 8-K filing?

Fulcrum Therapeutics disclosed detailed voting results from its June 24, 2026 annual stockholder meeting. The report lists votes for three director nominees and two additional proposals, including votes for, votes against, abstentions, and broker non-votes for each item.

How did Fulcrum Therapeutics (FULC) stockholders vote on director nominees?

Stockholders cast substantial support for all three director nominees. Votes for ranged from 43,187,717 for Sonja Banks to 52,363,595 for Colin Hill, with withheld votes between 1,425,507 and 10,601,385 and 5,062,117 broker non-votes recorded for each director election.

What were the vote totals on the first non-director proposal at Fulcrum Therapeutics?

One non-director proposal received 50,735,617 votes for and 3,026,397 votes against, with 27,088 abstentions and 5,062,117 broker non-votes. The strong for-versus-against margin indicates broad stockholder support, subject to the company’s applicable approval standards.

How did stockholders vote on the second proposal reported by Fulcrum Therapeutics?

A separate proposal received 58,793,645 votes for and 36,178 votes against, with 21,396 abstentions and no broker non-votes. The near-unanimous votes for, compared with very few against, show a highly favorable response within the shares that were voted.

When was Fulcrum Therapeutics’ 2026 annual meeting of stockholders held?

The 2026 annual meeting of Fulcrum Therapeutics stockholders was held on June 24, 2026. The company’s 8-K summarizes the matters presented at that meeting and provides the full voting tallies for director elections and other proposals considered by stockholders.

What are broker non-votes in the Fulcrum Therapeutics voting results?

Broker non-votes are shares held by brokers that were not voted on certain proposals. Fulcrum reported 5,062,117 broker non-votes for the director elections and one proposal, and zero broker non-votes for another proposal, indicating all those broker-held shares either could vote or did not apply.

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