Praxis (PRAX) Shareholders Approve Board Slate & Say-on-Pay in 2025 Vote

Rhea-AI Filing Summary

Praxis Precision Medicines, Inc. (Nasdaq: PRAX) filed a Form 8-K detailing the voting results from its 2025 Annual Meeting held on June 26, 2025. A quorum was present and all three management proposals passed.

• Proposal 1 – Election of Class II Directors: Dr. Jeffrey Chodakewitz was elected with 14,596,188 votes for and 2,998,186 withheld; Dr. Merit Cudkowicz received 17,499,300 votes for and 95,074 withheld. Both directors will serve until the 2028 annual meeting. Broker non-votes for each nominee totaled 778,152.
• Proposal 2 – Auditor Ratification: Ernst & Young LLP was re-appointed as independent registered public accounting firm for FY 2025 with 18,358,636 votes for, 7,630 against and 6,260 abstentions (no broker non-votes).
• Proposal 3 – Say-on-Pay (advisory): Executive compensation was approved with 10,671,320 votes for, 6,919,705 against, 3,349 abstentions and 778,152 broker non-votes.

No additional matters were brought before stockholders. The filing is primarily administrative and does not disclose financial performance, transactions, or strategic changes.

Insights

Corporate Governance Expert

TL;DR – Routine annual-meeting votes passed; limited investment impact.

The 8-K reports standard governance outcomes: director re-elections, auditor ratification and a non-binding say-on-pay approval. Support levels were typical, though the 39% "against" vote on executive compensation (6.9 million vs. 10.7 million "for") signals some shareholder dissent, yet not enough to reject the proposal. All items align with management recommendations, preserving board continuity and auditor relationship. Because no strategic, financial or transactional information is included, the filing should be viewed as neutral from a valuation perspective. Investors may monitor future engagement on compensation but no immediate action appears warranted.

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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 26, 2025

PRAXIS PRECISION MEDICINES, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-39620			47-5195942
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

Praxis Precision Medicines, Inc.

99 High Street, 30th Floor

Boston, Massachusetts 02110

(Address of principal executive offices, including zip code)

(617) 300-8460

(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

Common Stock, $0.0001 par value per share

PRAX

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 26, 2025, Praxis Precision Medicines, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. The Company held its Annual Meeting to consider and vote on the three proposals set forth below, each of which is described in greater detail in the in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2025. The final voting results are set forth below.

Proposal 1 – Election of Class II Directors

The Company’s stockholders elected Jeffrey Chodakewitz, M.D. and Merit Cudkowicz, M.D. to serve as Class II members of the Board of Directors of the Company until the Company’s 2028 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal, with the votes cast as follows:

Class II Director Nominees						Votes For						Votes Withheld						Broker Non-Vote
Jeffrey Chodakewitz, M.D.						14,596,188						2,998,186						778,152
Merit Cudkowicz, M.D.						17,499,300						95,074						778,152

Proposal 2 – Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with the votes cast as follows:

Votes For						Votes Against						Abstain						Broker Non-Vote
18,358,636						7,630						6,260						0

Proposal 3 – Advisory Vote on Executive Compensation

The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, with the votes cast as follows:

Votes For						Votes Against						Abstain						Broker Non-Vote
10,671,320						6,919,705						3,349						778,152

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

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.

			PRAXIS PRECISION MEDICINES, INC.
Date: June 27, 2025			By:						/s/ Marcio Souza
									Marcio Souza
									Chief Executive Officer

FAQ

How did PRAX shareholders vote on the Class II director nominees?

Dr. Chodakewitz: 14,596,188 for / 2,998,186 withheld; Dr. Cudkowicz: 17,499,300 for / 95,074 withheld; broker non-votes: 778,152.

Was Ernst & Young LLP re-appointed as PRAX's auditor for 2025?

Yes. 18,358,636 votes for, 7,630 against, 6,260 abstain; no broker non-votes.

What were the results of the 2025 say-on-pay vote for PRAX?

Executive compensation was approved: 10,671,320 for, 6,919,705 against, 3,349 abstain, 778,152 broker non-votes.

Did the 2025 PRAX Annual Meeting address any mergers, acquisitions or financial guidance?

No. The 8-K only covers voting outcomes; it contains no strategic transactions or financial updates.

How long will the newly elected Class II directors serve on PRAX's board?

Until the 2028 annual meeting or until earlier death, resignation or removal.