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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 23, 2025
Structure
Therapeutics Inc.
(Exact name of registrant as specified in its
charter)
| Cayman
Islands |
|
001-41608 |
|
98-1480821 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
601
Gateway Blvd., Suite 900
South
San Francisco, California |
|
94080 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(Registrant’s telephone number, including
area code): (650) 457-1978
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 (see General Instruction 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 |
|
Name Of Each
Exchange
Trading Symbol(s) |
|
On Which
Registered |
| American
Depositary Shares (ADSs), each representing three ordinary shares, par value $0.0001 per ordinary share |
|
GPCR |
|
Nasdaq
Global Market |
| |
|
|
|
|
| Ordinary
shares, par value $0.0001 per share* |
|
True |
|
Nasdaq
Global Market* |
* Not for trading, but only in connection with the registration of
the American Depositary Shares
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 23, 2025, Structure Therapeutics Inc. (the “Company”)
held its 2025 Annual General Meeting of Shareholders (the “Annual General Meeting”). As of April 17, 2025, the record date
for the Annual General Meeting, 172,610,249 ordinary shares were outstanding and entitled to vote at the Annual General Meeting. A summary
of the matters voted upon by shareholders at the Annual General Meeting is set forth below.
Proposal 1: Election of Directors
Eric Dobmeier and Joanne Waldstreicher, M.D. were
elected as Class II directors, to hold office until the 2028 Annual General Meeting of Shareholders and their successors are duly elected
and qualified, or until their earlier death, resignation or removal. The final voting results are as follows:
| Name of Director Elected |
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
| Eric Dobmeier |
|
133,703,367 |
|
596,667 |
|
58,398 |
|
-0- |
| Joanne Waldstreicher, M.D. |
|
131,397,750 |
|
2,896,656 |
|
64,026 |
|
-0- |
Proposal 2: Ratification of Appointment of
Independent Registered Public Accounting Firm
The Company’s shareholders ratified the
appointment by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2025. The final voting results are as follows:
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
| 134,291,886 |
|
27,066 |
|
39,480 |
|
-0- |
Proposal 3: Advisory vote on the compensation of the Company’s
named executive officers
On an advisory basis, the shareholders approved
the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual General
Meeting. The voting results are as follows:
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
| 115,026,066 |
|
19,231,338 |
|
101,028 |
|
-0- |
Proposal 4: Advisory vote on the preferred frequency of shareholder
advisory votes on the compensation of the Company’s named executive officers
The shareholders indicated, on an advisory basis,
that the preferred frequency of the advisory vote on the compensation of the Company’s named executive officers (“Say on Frequency”)
occur every year. The voting results were as follows:
| 1 Year |
|
2 Years |
|
3 Years |
|
Abstentions |
|
Broker Non-Votes |
| 133,649,826 |
|
30,855 |
|
97,842 |
|
579,909 |
|
-0- |
Consistent with the recommendation of the Company’s Board of Directors, as set forth in the Company’s proxy statement for
the Annual General Meeting, and based on the results of this non-binding advisory vote, it is the Company’s intent that future advisory
shareholder votes on the compensation of the Company’s named executive officers will be held annually and included in the Company’s
proxy materials for each annual meeting until the next required vote on Say on Frequency.
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.
| |
Structure Therapeutics Inc. |
| |
|
| Date: June 25, 2025 |
By: |
/s/ Raymond Stevens |
| |
|
Raymond Stevens, Ph.D. |
| |
|
Chief Executive Officer |
