Prelude Therapeutics (PRLD) shareholders back directors, auditor and say-on-pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Prelude Therapeutics Incorporated reported results of its 2026 Annual Meeting of Stockholders held on June 9, 2026. Stockholders elected three Class III directors—Krishna Vaddi, Paul Scherer, and Katina Dorton—to terms expiring at the 2029 annual meeting, each receiving over 25 million votes in favor.

Investors also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 31,841,080 shares voting for and minimal opposition. In advisory votes, stockholders approved 2025 executive compensation and indicated a preference to hold say-on-pay votes every one year.

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

Votes for Vaddi: 26,996,820 shares Votes for Scherer: 25,532,267 shares Votes for Dorton: 26,998,601 shares +3 more

6 metrics

Votes for Vaddi 26,996,820 shares Election of Class III director Krishna Vaddi, Ph.D.

Votes for Scherer 25,532,267 shares Election of Class III director Paul Scherer, MD, Ph.D.

Votes for Dorton 26,998,601 shares Election of Class III director Katina Dorton, J.D., MBA

Auditor ratification for 31,841,080 shares Ratification of Ernst & Young LLP for fiscal year 2026

Say-on-pay approval 26,869,142 shares for Advisory vote on 2025 executive compensation

Annual frequency support 26,877,941 shares Preference for one-year say-on-pay frequency

Key Terms

broker non-votes, independent registered public accounting firm, advisory vote, emerging growth company, +1 more

5 terms

broker non-votes financial

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

"Ratification of appointment of Ernst & Young LLP as the 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.

advisory vote financial

"Advisory vote to approve the 2025 compensation for the Company's named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

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.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the "Annual Meeting")"

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Understanding 8-K Material Events →

06/10/2026 - 04:11 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 9, 2026

Prelude Therapeutics Incorporated

(Exact Name of Registrant as Specified in its Charter)



Delaware	001-39527		81-1384762
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)

175 Innovation Boulevard Wilmington, Delaware		19805
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (302) 467-1280

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, $0.0001 par value per share	PRLD	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 9, 2026, Prelude Therapeutics Incorporated (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") and the following proposals were approved by the Company's stockholders:

Election of three Class III Directors, Krishna Vaddi, Paul Scherer, and Katina Dorton, each to serve a three-year term, which will expire at the 2029 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until such director’s earlier resignation or removal, based on the following votes:


Nominees	Shares For	Shares Withheld	Broker Non-Votes
Krishna Vaddi, Ph.D.	26,996,820	55,937	4,799,016
Paul Scherer, MD, Ph.D.	25,532,267	1,520,490	4,799,016
Katina Dorton, J.D., MBA	26,998,601	54,156	4,799,016

Ratification of appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026, based on the following votes:


Shares For	Shares Against	Shares Abstaining	Broker Non-Votes
31,841,080	4,951	5,742	0

Advisory vote to approve the 2025 compensation for the Company's named executive officers, based on the following votes:


Shares For	Shares Against	Shares Abstaining	Broker Non-Votes
26,869,142	107,500	76,115	4,799,016

Advisory vote on the frequency of advisory votes on the compensation for the Company's named executive officers, based on the following votes:


1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
26,877,941	65,638	103,237	5,941	4,799,016

SIGNATURE

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.



	PRELUDE THERAPEUTICS INCORPORATED

Date: June 10, 2026	By:	/s/ Bryant Lim
		Bryant Lim
		Chief Legal Officer, Corporate Secretary, and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Prelude Therapeutics (PRLD) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing three Class III directors, ratifying Ernst & Young LLP as auditor for 2026, approving 2025 executive compensation, and setting the frequency of future say-on-pay votes. All four proposals received sufficient support to be approved.

Which directors were elected at Prelude Therapeutics (PRLD) 2026 annual meeting?

Stockholders elected Krishna Vaddi, Paul Scherer, and Katina Dorton as Class III directors. Each will serve a three-year term expiring at the 2029 annual meeting, continuing until a successor is elected and qualified or earlier resignation or removal under the company’s governance framework.

How did Prelude Therapeutics (PRLD) investors vote on the 2025 executive compensation proposal?

The advisory vote on 2025 executive compensation passed, with 26,869,142 shares for, 107,500 against, and 76,115 abstaining, plus 4,799,016 broker non-votes. This non-binding vote indicates broad stockholder support for the company’s named executive officer pay program for 2025.

What auditor did Prelude Therapeutics (PRLD) stockholders ratify for fiscal year 2026?

Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 31,841,080 shares for, 4,951 against, 5,742 abstaining, and no broker non-votes, indicating strong support for the auditor choice.

What frequency of say-on-pay votes did Prelude Therapeutics (PRLD) stockholders prefer?

In the advisory vote on frequency of say-on-pay votes, 26,877,941 shares favored one year, 65,638 favored two years, 103,237 favored three years, and 5,941 abstained, with 4,799,016 broker non-votes. This outcome shows a clear stockholder preference for annual advisory compensation votes.

How many votes did each Prelude Therapeutics (PRLD) director nominee receive?

Krishna Vaddi received 26,996,820 shares for and 55,937 withheld; Paul Scherer 25,532,267 for and 1,520,490 withheld; Katina Dorton 26,998,601 for and 54,156 withheld. Each nominee also had 4,799,016 broker non-votes recorded in the director election tally.

Filing Exhibits & Attachments

1 document