[8-K] Gossamer Bio, Inc. Reports Material Event

Rhea-AI Filing Summary

Form 8-K Overview: On 25 June 2025 Gossamer Bio (Nasdaq: GOSS) disclosed the voting results of its 2025 Annual Meeting and the adoption of an Amended & Restated 2019 Incentive Award Plan.

Board Elections: Class I directors Thomas Daniel, Sandra Milligan and Steven Nathan were re-elected for terms expiring in 2028. Support ranged from 80%–88% of votes cast, with 47.1 million broker non-votes recorded.

Auditor Ratification: Ernst & Young LLP was ratified as independent registered public accounting firm for fiscal 2025 by 176.5 million votes for versus 0.1 million against, indicating near-unanimous confidence.

Say-on-Pay: Compensation of named executive officers received strong advisory backing—125.4 million for (≈96%) and 3.8 million against.

Equity Incentive Plan: The Amended & Restated 2019 Incentive Award Plan passed with 87.8 million for and 41.5 million against (≈67.7% approval, excluding broker non-votes). The comparatively higher dissent signals some shareholder concern over potential dilution or pay practices, though the proposal ultimately carried.

Materiality: No financial performance metrics, strategic transactions, or guidance updates were included. The filing is primarily governance-related; its impact centers on confirming board stability, auditor continuity and refreshed equity compensation capacity.

Positive

• Board stability maintained: All three Class I directors re-elected for new three-year terms.
• Auditor continuity secured: Ernst & Young LLP ratified with >99% support, reinforcing financial statement credibility.
• Strong say-on-pay endorsement: 96% approval signals shareholder alignment with executive compensation.

Negative

• Elevated opposition to equity plan: 32% of votes cast against the Amended & Restated 2019 Incentive Award Plan, highlighting dilution concerns.
• No financial or strategic updates: Filing does not provide information on operations, revenue, or guidance, limiting insight into business performance.

Insights

Financial Analyst

TL;DR: Routine governance votes; incentive plan passes with moderate dissent—minimal immediate valuation impact.

The 8-K confines itself to shareholder voting outcomes. Re-election of directors and near-unanimous auditor ratification remove short-term governance overhangs. Say-on-pay support of ≈96% underscores investor acceptance of compensation philosophy. The 68% approval for the A&R 2019 Plan, while sufficient, shows elevated dilution sensitivity that management should monitor when issuing new equity awards. Because no operational or financial data were disclosed, the filing does not alter fundamental outlook or financial forecasts. I view the overall market impact as neutral.

Corporate Governance Expert

TL;DR: Governance status quo maintained; notable but not alarming 32% opposition to expanded equity plan.

Board continuity is assured through 2028, and auditor ratification solidifies external assurance. The strong say-on-pay vote suggests executive pay structures align with shareholder expectations. However, only two-thirds support for the revised 2019 Incentive Plan is below typical S&P 1500 medians (>80%), implying investors are cautious about potential dilution or plan design. While the plan’s passage provides headroom for talent retention, persistent dissent could trigger proxy adviser scrutiny in future years. Overall governance risk remains moderate; impact on share price is likely minimal absent further controversy.

0001728117FALSE00017281172025-06-252025-06-25

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 25, 2025

GOSSAMER BIO, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-38796			47-5461709
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

3115 Merryfield Row, Suite 120

San Diego, California, 92121

(Address of Principal Executive Offices) (Zip Code)

(858) 684-1300

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instructions A.2. below):

☐ 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

GOSS

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The 2025 annual meeting of stockholders of Gossamer Bio, Inc. (the “Company”) was held on June 25, 2025 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Amended and Restated 2019 Incentive Award Plan (the “Amended and Restated 2019 Plan”). The Amended and Restated 2019 Plan was approved by the Company’s Board of Directors (the “Board”) on March 24, 2025, subject to stockholder approval at the Annual Meeting.

The terms and conditions of the Amended and Restated 2019 Plan are described in the section entitled “Item 4. Approval of Amendment and Restatement of 2019 Incentive Award Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2025 (the “2025 Proxy Statement”). The foregoing description of the Amended and Restated 2019 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated 2019 Plan, which is included as Appendix A to the 2025 Proxy Statement and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The following is a brief description of each matter voted upon at the Annual Meeting and the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable.

1.The election of three directors to serve as Class I directors for a three-year term to expire at the 2028 annual meeting of stockholders. The following three Class I directors were re-elected by the votes indicated:

						For						Withheld						Broker Non-Votes
Thomas Daniel, M.D.						104,358,112						25,242,954						47,116,188
Sandra Milligan, M.D., J.D.						104,165,685						25,435,381						47,116,188
Steven Nathan, M.D.						114,441,599						15,159,467						47,116,188

2.The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The selection was ratified by the votes indicated:

For						Against						Abstain						Broker Non-Votes
176,512,996						98,411						105,847						—

3.The approval, on an advisory basis, of the compensation of the Company's named executive officers. The compensation of the named executive officers was approved, on an advisory basis, by the votes indicated:

For						Against						Abstain						Broker Non-Votes
125,358,485						3,769,651						472,930						47,116,188

4. The approval of the Amended and Restated 2019 Plan. The Amended and Restated 2019 Plan was approved by the votes indicated:

For						Against						Abstain						Broker Non-Votes
87,795,419						41,469,393						336,254						47,116,188

1

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.

						GOSSAMER BIO, INC.
Date: June 25, 2025						By:			/s/ Christian Waage
									Christian Waage
									Executive Vice President, Technical Operations & Administration

2

FAQ

What did Gossamer Bio (GOSS) disclose in its 25 June 2025 Form 8-K?

The company reported 2025 Annual Meeting vote results, including director elections, auditor ratification, say-on-pay approval and adoption of an amended 2019 Incentive Award Plan.

How much shareholder support did the new 2019 Incentive Award Plan receive?

87.8 million votes for and 41.5 million against, equal to roughly 67.7% approval once broker non-votes are excluded.

Was the compensation of GOSS executives approved?

Yes. Say-on-pay received 125.4 million votes for, representing about 96% support.

Which accounting firm will audit Gossamer Bio for fiscal 2025?

Shareholders ratified Ernst & Young LLP with 176.5 million votes for and only 0.1 million against.

Were there any changes to Gossamer Bio’s financial outlook or guidance in this filing?

No. The 8-K is limited to governance matters; it contains no financial performance or guidance updates.