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Nurix Therapeutics (NRIX) shareholders approve directors, PwC audit and say-on-pay

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

Nurix Therapeutics, Inc. reported the results of its 2026 annual stockholder meeting held online. A quorum was reached, with 83,747,013 shares of common stock present, representing approximately 80.98% of the voting power entitled to vote as of March 20, 2026.

Stockholders elected three Class III directors—Arthur T. Sands, M.D., Ph.D., Roger Dansey, M.D., and Paul M. Silva—to three-year terms ending at the 2029 annual meeting. Each will serve until a successor is elected and qualified or earlier resignation or removal.

Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending November 30, 2026. In addition, they approved, on a non-binding advisory basis, the compensation of the company’s named executive officers as described in the proxy statement.

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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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares represented at meeting 83,747,013 shares Common stock present at 2026 annual meeting; 80.98% voting power
Quorum voting power 80.98% Voting power of shares entitled to vote at 2026 meeting
Auditor ratification votes for 83,555,977 votes Support for PricewaterhouseCoopers LLP as 2026 auditor
Auditor votes against 166,391 votes Opposition to ratifying PricewaterhouseCoopers LLP
Say-on-pay votes for 72,458,920 votes Support for named executive officer compensation
Say-on-pay votes against 6,895,394 votes Votes against executive compensation proposal
Votes for Roger Dansey 79,607,489 votes For-election votes for Class III director nominee
Votes for Arthur T. Sands 63,592,948 votes For-election votes for Class III director nominee
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
"To ratify the appointment of PricewaterhouseCoopers 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.
non-binding advisory basis financial
"To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
quorum financial
"constituted a quorum for the transaction of business"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
named executive officers financial
"the compensation of the Company’s named executive officers as disclosed in the Proxy Statement"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
Understanding 8-K Material Events →
0001549595false05/15/20261600 Sierra Point ParkwayBrisbaneCalifornia00015495952026-05-152026-05-15

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): May 15, 2026
___________________________________________
NURIX THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
___________________________________________
Delaware001-3939827-0838048
(State or Other Jurisdiction
of Incorporation or Organization)
(Commission
File Number)
(IRS Employer
Identification No.)
1600 Sierra Point Parkway,
Brisbane, California
94005
(Address of Principal Executive Offices)(Zip Code)
(415) 660-5320
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareNRIXNasdaq 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 o
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. o


Item 5.07    Submission of Matters to a Vote of Security Holders.
On May 15, 2026, Nurix Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders exclusively online via live webcast (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2026 (the “Proxy Statement”). There were 83,747,013 shares of common stock present at the Annual Meeting in person or by proxy, which represented approximately 80.98% of the voting power of the shares of common stock entitled to vote at the Annual Meeting and constituted a quorum for the transaction of business. Holders of the Company’s common stock were entitled to one vote for each share held as of the close of business on March 20, 2026.

The stockholders of the Company voted on the following proposals at the Annual Meeting:

1. To elect three Class III directors, each of whom is currently serving on the Company’s Board of Directors (the “Board”), each to serve a three-year term expiring at the Company’s 2029 annual meeting of stockholders and until his successor has been elected and qualified, or until his earlier resignation or removal.

2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2026.

3. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

The final voting results for each of these proposals are detailed below.

Proposal 1. Election of Directors
NomineeVotes ForVotes WithheldBroker Non-Votes
Arthur T. Sands, M.D., Ph.D.63,592,94816,334,5703,819,495
Roger Dansey, M.D.79,607,489320,0293,819,495
Paul M. Silva59,298,61220,628,9063,819,495

Each of the three nominees for director was elected to serve until the Company’s 2029 annual meeting of stockholders and until his successor has been elected and qualified, or until his earlier resignation or removal.

Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm
Votes ForVotes AgainstAbstentionsBroker Non-Votes
83,555,977166,39124,645—

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2026.

Proposal 3. Approval, on a Non-binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers
Votes ForVotes AgainstAbstentionsBroker Non-Votes
72,458,9206,895,394573,2043,819,495

The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

2

Item 9.01    Financial Statements and Exhibits.
(d)Exhibits
The following exhibits are filed herewith and this list is intended to constitute the exhibit index:
Exhibit No.Exhibit Title or Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
3

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NURIX THERAPEUTICS, INC.
Date: May 15, 2026
By:/s/ Christine Ring
Christine Ring, Ph.D., J.D.
Chief Legal Officer
4

Source: View Original Filing on SEC EDGAR

FAQ

What did Nurix Therapeutics (NRIX) stockholders vote on at the 2026 annual meeting?

Stockholders voted on three items: electing three Class III directors, ratifying PricewaterhouseCoopers LLP as auditor for fiscal 2026, and approving executive compensation on a non-binding advisory basis, all as described in the March 27, 2026 proxy statement.

Was there a quorum at Nurix Therapeutics’ 2026 annual stockholder meeting?

Yes, there was a quorum. 83,747,013 shares of common stock were present in person or by proxy, representing approximately 80.98% of the voting power entitled to vote as of March 20, 2026.

Which directors were elected at Nurix Therapeutics’ 2026 annual meeting and for how long?

Arthur T. Sands, M.D., Ph.D., Roger Dansey, M.D., and Paul M. Silva were elected as Class III directors to three-year terms, expiring at the 2029 annual stockholder meeting, serving until a successor is elected and qualified or earlier resignation or removal.

Did Nurix Therapeutics stockholders ratify the 2026 independent auditor?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending November 30, 2026, with 83,555,977 votes for, 166,391 votes against, and 24,645 abstentions, and no broker non-votes reported.

How did Nurix Therapeutics’ stockholders vote on executive compensation in 2026?

Stockholders approved the compensation of Nurix’s named executive officers on a non-binding advisory basis. There were 72,458,920 votes for, 6,895,394 votes against, 573,204 abstentions, and 3,819,495 broker non-votes on this say-on-pay proposal.

How many votes did each Nurix Therapeutics director nominee receive in 2026?

Arthur T. Sands received 63,592,948 votes for and 16,334,570 withheld; Roger Dansey received 79,607,489 for and 320,029 withheld; Paul M. Silva received 59,298,612 for and 20,628,906 withheld, with 3,819,495 broker non-votes for each nominee.

Filing Exhibits & Attachments

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