Nuvalent (NASDAQ: NUVL) investors approve board slate, pay and KPMG

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Nuvalent, Inc. reported the results of its 2026 annual meeting of stockholders held on June 16, 2026. A total of 71,190,894 shares of Class A common stock were represented, about 96.80% of shares outstanding as of the April 20, 2026 record date.

Stockholders elected Class II directors Michael L. Meyers, M.D., Ph.D. and Ron Squarer to three-year terms ending at the 2029 annual meeting. They also approved, on an advisory basis, the compensation of the company’s named executive officers and ratified KPMG 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 represented at meeting: 71,190,894 shares Support for Meyers election: 57,592,636 for / 13,110,466 withheld Support for Squarer election: 70,612,828 for / 90,274 withheld +2 more

5 metrics

Shares represented at meeting 71,190,894 shares Approximately 96.80% of Class A common stock as of April 20, 2026

Support for Meyers election 57,592,636 for / 13,110,466 withheld Election of Michael L. Meyers, M.D., Ph.D. as Class II director

Support for Squarer election 70,612,828 for / 90,274 withheld Election of Ron Squarer as Class II director

Say-on-pay vote 68,898,711 for / 1,786,465 against Advisory approval of named executive officer compensation

Auditor ratification support 71,172,889 for / 858 against Ratification of KPMG LLP for fiscal year ending December 31, 2026

Key Terms

Annual Meeting of Stockholders, Class II directors, named executive officers, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Stockholders financial

"On June 16, 2026, the Company held its 2026 Annual Meeting of Stockholders"

Class II directors financial

"The following nominees were elected as Class II directors, each to serve on the Board"

named executive officers financial

"The compensation paid to the Company’s named executive officers was approved, on an advisory basis"

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.

independent registered public accounting firm financial

"The appointment of KPMG 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.

broker non-votes financial

"For 68,898,711 Against 1,786,465 Abstain 17,926 Broker Non-Votes 487,792"

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.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/18/2026 - 04:30 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 16, 2026

NUVALENT, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-40671	81-5112298
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Nuvalent, Inc.

One Broadway, 14th Floor, Cambridge, Massachusetts 02142

(Address of principal executive offices, including zip code)

(857) 357-7000

(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	Trade Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	NUVL	The 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 5.07. Submission of Matters to a Vote of Security Holders.

On June 16, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 71,190,894 shares of the Company’s Class A common stock were present in person or represented by proxy at the Annual Meeting, representing approximately 96.80% of the Company’s outstanding Class A common stock as of April 20, 2026, the record date for the Annual Meeting. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2026.

Proposal No. 1 — The following nominees were elected as Class II directors, each to serve on the Board for a three-year term expiring at the 2029 annual meeting of stockholders and until their respective successors have been duly elected and qualified, based on the following votes:


Nominee	For	Withheld	Broker Non-Votes
Michael L. Meyers, M.D., Ph.D.	57,592,636	13,110,466	487,792
Ron Squarer	70,612,828	90,274	487,792

Proposal No. 2 — The compensation paid to the Company’s named executive officers was approved, on an advisory basis, based on the following votes:


For	Against	Abstain	Broker Non-Votes
68,898,711	1,786,465	17,926	487,792

Proposal No. 3 — The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified, based on the following votes:


For	Against	Abstain	Broker Non-Votes
71,172,889	858	17,147	—

SIGNATURE

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.


	Nuvalent, Inc.

Date: June 18, 2026	By:	/s/ Deborah A. Miller
		Deborah A. Miller, Ph.D.
		Chief Legal Officer and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

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

Nuvalent stockholders voted on electing two Class II directors, approving executive compensation on an advisory basis, and ratifying KPMG LLP as independent auditor for the fiscal year ending December 31, 2026. All three proposals received sufficient support to pass.

How strong was stockholder turnout at Nuvalent (NUVL)’s 2026 annual meeting?

Turnout was high, with 71,190,894 shares of Class A common stock represented, equal to approximately 96.80% of shares outstanding as of the April 20, 2026 record date. This level of participation provides a strong quorum for the governance decisions taken.

Which directors were elected at Nuvalent (NUVL)’s 2026 annual meeting and for how long?

Stockholders elected Michael L. Meyers, M.D., Ph.D., and Ron Squarer as Class II directors. Each will serve a three-year term expiring at the 2029 annual meeting of stockholders and continue until their respective successors are duly elected and qualified.

How did Nuvalent (NUVL) stockholders vote on executive compensation in 2026?

Stockholders approved the compensation of Nuvalent’s named executive officers on an advisory basis, with 68,898,711 votes for, 1,786,465 against, 17,926 abstentions, and 487,792 broker non-votes. This advisory vote reflects broad support for the company’s executive pay program.

Was KPMG LLP ratified as Nuvalent (NUVL)’s independent auditor for 2026?

Yes. KPMG LLP was ratified as Nuvalent’s independent registered public accounting firm for the fiscal year ending December 31, 2026, receiving 71,172,889 votes for, 858 against, and 17,147 abstentions. The ratification supports continuity in the company’s external auditing relationship.

Filing Exhibits & Attachments

1 document