[8-K] Nuvalent, Inc. Reports Material Event

Rhea-AI Filing Summary

Nuvalent, Inc. (NASDAQ: NUVL) filed a Form 8-K covering two corporate-governance items dated June 18, 2025.

Board change (Item 5.02): The Board unanimously elected Christy J. Oliger as an independent Class III director, effective immediately. She will serve until the 2027 annual meeting and join the Audit Committee. Compensation aligns with the existing non-employee director policy and includes:

• Initial stock option for 6,119 shares at an exercise price of $75.53, vesting monthly over three years.
• Initial RSU award of 3,971 shares, vesting annually over three years.
• Annual cash retainers and ongoing equity grants as stipulated in the policy.

No related-party transactions or family relationships were disclosed, and Ms. Oliger will sign the company’s standard indemnification agreement.

2025 Annual Meeting results (Item 5.07): Quorum was strong with 64.38 million votes representing 97.01 % of outstanding shares. Outcomes were:

• Director elections: Grant Bogle (99.87 % support); James R. Porter, Ph.D. (99.78 %); Anna Protopapas (86.27 %).
• Say-on-pay: Approved with 83.8 % (53.52 m for, 10.36 m against).
• Auditor ratification: KPMG LLP re-approved with 99.98 % support.

Investor take-away: The filing is largely procedural. The addition of an experienced independent director strengthens oversight, while voting results confirm broad shareholder support for existing leadership and compensation structure.

Insights

Corporate Governance Expert

TL;DR: Routine governance actions; new independent director modestly enhances board oversight.

Adding Christy J. Oliger—deemed independent and placed on the Audit Committee—improves the board’s compliance profile and aligns with best-practice independence ratios. Compensation terms mirror peer norms and avoid excessive dilution (total initial equity <0.02 % of SO). Annual meeting data show robust voter turnout and near-unanimous support for two directors, though Protopapas’ 86 % support suggests isolated investor concern. Say-on-pay passed comfortably, signaling limited shareholder unrest. Overall, no material governance red flags or immediate valuation impact.

Portfolio Manager

TL;DR: Filing is neutral for valuation; governance remains solid, no financial guidance impacted.

The 8-K lacks earnings or strategic updates, so portfolio positioning is unchanged. Ms. Oliger’s election brings large-cap biotech commercial expertise, potentially helpful as Nuvalent advances late-stage assets, but benefits will be long-term and qualitative. Voting results confirm shareholder alignment; only 16 % dissent on compensation is within biotech norms. Re-engagement of KPMG removes audit risk. I view the disclosure as housekeeping rather than a catalyst, keeping risk-reward intact.

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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 18, 2025

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

On June 18, 2025, in accordance with the recommendation of the Nominating and Corporate Governance Committee (“NCG Committee”) of the Board of Directors (the “Board”) of Nuvalent, Inc. (the “Company”), the Board elected Christy J. Oliger as a member of the Board, effective immediately.

Ms. Oliger was elected to serve as a Class III director of the Board, until the Company’s 2027 annual meeting of stockholders and until her successor is elected and qualified or until her earlier resignation or removal. The Board has determined that Ms. Oliger is an “independent” director under the rules of Nasdaq. Also, in accordance with the recommendation of the NCG Committee, the Board appointed Ms. Oliger as a member of the Audit Committee of the Board (the “Audit Committee”), effective immediately following her election to the Board.

Ms. Oliger will receive compensation for her service as a non-employee director and as a member of the Audit Committee in accordance with the Company’s non-employee director compensation policy, including an initial, one-time (i) stock option grant upon her election to purchase 6,119 shares of the Company’s Class A common stock at an exercise price equal to $75.53 per share, the closing price of the Company’s Class A common stock on the date of grant, which option shall vest in equal monthly installments over three years from the date of grant, and (ii) restricted stock unit grant upon her election for 3,971 shares of the Company’s Class A common stock, which restricted stock unit will vest in equal annual installments over three years from the date of grant, with vesting in each case subject to Ms. Oliger’s continued service. Ms. Oliger will also be entitled to receive annual cash retainers for her service as a director and member of the Audit Committee, and annual equity grants in accordance with the Company’s non-employee director compensation policy. The Company’s non-employee director compensation policy was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the U.S. Securities and Exchange Commission on May 9, 2024.

There are no arrangements or understandings between Ms. Oliger and any other persons pursuant to which she was elected as a director. Ms. Oliger does not have any family relationships with any of the Company’s directors or executive officers. There are no transactions and no proposed transactions between Ms. Oliger and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ms. Oliger will enter into the Company’s standard form of director indemnification agreement. The form of the director indemnification agreement was filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission on July 7, 2021.

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

On June 18, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 64,379,704 shares of the Company’s Class A common stock were present in person or represented by proxy at the Annual Meeting, representing approximately 97.01% of the Company’s outstanding Class A common stock as of April 21, 2025, 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, 2025.

Proposal No. 1 — The following nominees were elected as Class I directors, each to serve on the Board for a three-year term expiring at the 2028 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
Grant Bogle		63,795,710			83,867		500,127
James R. Porter, Ph.D.		63,736,521			143,056		500,127
Anna Protopapas		55,108,458			8,771,119		500,127

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
53,520,192		10,356,887		2,498		500,127

Proposal No. 3 — The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, was ratified, based on the following votes:

For		Against		Abstain		Broker Non-Votes
64,366,589		10,783		2,332		—

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 20, 2025		By:		/s/ Deborah A. Miller
				Deborah A. Miller, Ph.D.
				Chief Legal Officer and Secretary

FAQ

What board change did Nuvalent (NUVL) announce in its June 18 2025 Form 8-K?

Nuvalent elected Christy J. Oliger as an independent Class III director and Audit Committee member effective June 18 2025.

How much equity did Christy J. Oliger receive upon joining Nuvalent’s board?

She received options for 6,119 shares at $75.53 and 3,971 RSUs, both vesting over three years.

What was the shareholder turnout at Nuvalent’s 2025 Annual Meeting?

Approximately 64.38 million shares, or 97.01 % of outstanding Class A shares, were represented.

Did shareholders approve Nuvalent’s executive compensation proposal?

Yes, the say-on-pay proposal passed with 83.8 % support (53.52 m for; 10.36 m against).

Who will audit Nuvalent for fiscal year 2025?

KPMG LLP was ratified as the independent registered public accounting firm with 99.98 % shareholder approval.