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

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

LENZ Therapeutics, Inc. reported the results of its 2026 annual stockholder meeting held on June 12, 2026. Of the 31,354,394 common shares outstanding as of April 14, 2026, 24,442,068 shares were represented in person or by proxy.

Stockholders elected Class II directors Evert Schimmelpennink, Jeff George, and Shelley Thunen to serve until the 2029 annual meeting, with each receiving more votes for than withheld. Stockholders also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

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 outstanding: 31,354,394 shares Shares represented: 24,442,068 shares Votes for Evert Schimmelpennink: 20,216,637 votes +5 more

8 metrics

Shares outstanding 31,354,394 shares Common stock outstanding as of record date April 14, 2026

Shares represented 24,442,068 shares Shares present or by proxy at 2026 annual meeting

Votes for Evert Schimmelpennink 20,216,637 votes Election as Class II director

Votes for Jeff George 13,462,359 votes Election as Class II director

Votes for Shelley Thunen 20,215,686 votes Election as Class II director

Auditor ratification votes for 24,310,915 votes Ratification of Ernst & Young LLP for FY ending Dec 31, 2026

Auditor votes against 55,181 votes Ratification of Ernst & Young LLP

Auditor abstentions 75,972 votes Ratification of Ernst & Young LLP

Key Terms

broker non-votes, independent registered public accounting firm, Class II directors, emerging growth company, +1 more

5 terms

broker non-votes financial

"Nominee | Votes For | Votes Withheld | 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.

independent registered public accounting firm financial

"The appointment of Ernst & Young LLP as the Company’s 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.

Class II directors financial

"The following nominees were elected to serve as Class II directors to hold office until the Company's 2029 annual meeting"

emerging growth company regulatory

"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.

broker non-votes financial

"Votes For | Votes Withheld | Broker Non-Votes"

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Understanding 8-K Material Events →

06/12/2026 - 04:08 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 12, 2026

LENZ THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40532

84-4867570

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)


201 Lomas Santa Fe Dr., Suite 300
Solana Beach, California						92075
(Address of principal executive offices)						(Zip code)

(858) 925-7000

(Registrant’s telephone number, including area code)

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, par value $0.00001 per share

LENZ

The Nasdaq Stock Market LLC

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.

LENZ Therapeutics, Inc. (the “Company”) held its 2026 annual meeting of stockholders on June 12, 2026 (the “Annual Meeting”). Of the 31,354,394 shares of the Company’s common stock outstanding as of the record date of April 14, 2026, 24,442,068 shares were represented at the Annual Meeting, either by proxy or by attending the meeting. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:

1.Election of Class II Directors. The following nominees were elected to serve as Class II directors to hold office until the Company's 2029 annual meeting of stockholders, or until their respective successor has been duly elected and qualified:


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Evert Schimmelpennink	20,216,637	230,219	3,995,212
Jeff George	13,462,359	6,984,497	3,995,212
Shelley Thunen	20,215,686	231,170	3,995,212

2.Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified based on the following results of voting:


Votes For	Votes Against	Abstentions	Broker Non-Votes
24,310,915	55,181	75,972	—

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.


LENZ THERAPEUTICS, INC.

Dated: June 12, 2026
	By:	/s/ Daniel Chevallard
	Name:	Daniel Chevallard
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

Source: View Original Filing on SEC EDGAR

FAQ

What did LENZ (LENZ) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing three Class II directors and ratifying Ernst & Young LLP as independent registered public accounting firm for 2026. All director nominees were elected, and the auditor ratification proposal received strong support based on votes for versus against.

How many LENZ (LENZ) shares were represented at the 2026 annual meeting?

A total of 24,442,068 shares were represented at the annual meeting, out of 31,354,394 shares outstanding as of the April 14, 2026 record date. This indicates a substantial portion of the shareholder base participated either by proxy or by attending.

Were LENZ (LENZ) Class II director nominees elected in 2026?

Yes, Class II director nominees Evert Schimmelpennink, Jeff George, and Shelley Thunen were elected. Each received more votes for than withheld, so they will serve until the 2029 annual meeting or until a successor is duly elected and qualified under the company’s governance terms.

How did stockholders vote on the LENZ (LENZ) auditor ratification for 2026?

Stockholders ratified Ernst & Young LLP as LENZ’s independent registered public accounting firm for the year ending December 31, 2026, with 24,310,915 votes for, 55,181 against, and 75,972 abstentions. There were no broker non-votes reported on this proposal.

Who signed LENZ (LENZ) 8-K reporting the 2026 annual meeting results?

The report was signed on behalf of LENZ Therapeutics, Inc. by Daniel Chevallard, the company’s Chief Financial Officer and principal financial and accounting officer. His signature confirms the company’s submission of the official voting results from the annual stockholder meeting.

Filing Exhibits & Attachments

3 documents