Prime Medicine (PRME) shareholders elect Class I directors and ratify PwC as 2026 auditor

Rhea-AI Filing Summary

Prime Medicine, Inc. held its 2026 annual stockholder meeting on June 5, 2026 via live webcast. A quorum was established with 140,384,724 shares present or represented by proxy out of 180,615,889 shares of common stock entitled to vote as of the April 9, 2026 record date.

Stockholders elected Michael Kelly and David Schenkein, M.D. as Class I directors to serve until the 2029 annual meeting, with 107,059,058 and 87,522,409 votes "for," respectively. They also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 139,989,201 votes in favor.

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 entitled to vote: 180,615,889 shares Shares represented at meeting: 140,384,724 shares Votes for Michael Kelly: 107,059,058 votes +4 more

7 metrics

Shares entitled to vote 180,615,889 shares Common stock outstanding and entitled to vote as of April 9, 2026

Shares represented at meeting 140,384,724 shares Shares present or by proxy at 2026 annual meeting (quorum)

Votes for Michael Kelly 107,059,058 votes Election as Class I director at 2026 annual meeting

Votes for David Schenkein, M.D. 87,522,409 votes Election as Class I director at 2026 annual meeting

Votes for PwC ratification 139,989,201 votes Ratification of PricewaterhouseCoopers LLP as 2026 auditor

Votes against PwC ratification 101,259 votes Opposition to auditor ratification

Abstentions on PwC ratification 294,264 votes Abstaining votes on auditor ratification proposal

Key Terms

Annual Meeting, quorum, broker non-votes, independent registered public accounting firm, +2 more

6 terms

Annual Meeting financial

"held its 2026 annual meeting of stockholders (the “Annual Meeting”) in a virtual meeting format"

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

quorum financial

"140,384,724, thus establishing 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.

broker non-votes financial

"Michael Kelly | 107,059,058 | 3,047,945 | 30,277,721 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.

proxy statement financial

"Proxies were solicited pursuant to the Company’s definitive proxy statement (the “Proxy Statement”)"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

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.

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Understanding 8-K Material Events →

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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

June 5, 2026

Date of Report (date of earliest event reported)

___________________________________

Prime Medicine, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware			001-41536			84-3097762
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)
60 First Street Cambridge, MA						02141
(Address of principal executive offices)						(Zip code)
(617) 465-0013
(Registrant's telephone number, including area code)
(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, par value $.00001 per share

PRME

The Nasdaq 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 Rule12b-2 of the Securities Exchange Act of 1934 (§250.12b-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 5, 2026, Prime Medicine, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) in a virtual meeting format via live webcast. Proxies were solicited pursuant to the Company’s definitive proxy statement (the “Proxy Statement”) filed on April 23, 2026 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. As of the close of business on April 9, 2026, the record date for the Annual Meeting, the number of shares of the Company’s common stock, $0.00001 par value per share (“Common Stock”), outstanding and entitled to vote at the Annual Meeting was 180,615,889. The number of shares of Common Stock present in person or by remote communication, if applicable, or represented by valid proxy at the Annual Meeting was 140,384,724, thus establishing a quorum for the transaction of business at the Annual Meeting. Shares present virtually during the Annual Meeting were considered shares of Common Stock represented in person at the Annual Meeting. Each share of Common Stock was entitled to one vote with respect to matters submitted to the Company’s stockholders at the Annual Meeting.

At the Annual Meeting, the Company’s stockholders voted on the following matters, all of which were described in the Proxy Statement: (i) to elect Michael Kelly and David Schenkein, M.D. as Class I Directors, each to serve until the Company’s 2029 annual meeting of stockholders, and until his respective successor shall have been duly elected and qualified, or until his earlier death, resignation or removal (“Proposal 1”) and (ii) to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal 2”). The final voting results are set forth below.

Proposal 1 – Each of the following nominees was elected as a Class I Director to serve until the Company’s 2029 annual meeting of stockholders, and until his respective successor shall have been duly elected and qualified, or until his earlier death, resignation or removal, based on the following votes:

Class I Director Nominee						For						Withheld						Broker Non-Votes
Michael Kelly						107,059,058						3,047,945						30,277,721
David Schenkein, M.D.						87,522,409						22,584,594						30,277,721

Proposal 2 – The appointment of PricewaterhouseCoopers 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						Abstentions
139,989,201						101,259						294,264

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.

Date: June 8, 2026

Prime Medicine, Inc.
By:			/s/ Allan Reine
Name:			Allan Reine, M.D.
Title:			Chief Executive Officer

FAQ

What did Prime Medicine (PRME) approve at the 2026 annual meeting?

Stockholders elected two Class I directors and ratified the auditor. Michael Kelly and David Schenkein, M.D. were elected to serve until the 2029 annual meeting, and PricewaterhouseCoopers LLP was ratified as independent registered public accounting firm for fiscal year ending December 31, 2026.

How many Prime Medicine (PRME) shares were entitled to vote at the 2026 meeting?

A total of 180,615,889 common shares were outstanding and entitled to vote. This figure reflects shares of $0.00001 par value common stock as of April 9, 2026, the record date for the 2026 annual meeting of stockholders described in the filing.

Was there a quorum at Prime Medicine’s 2026 annual stockholder meeting?

Yes, a quorum was established with 140,384,724 shares present or represented by proxy. These shares of common stock were either present by remote communication at the virtual meeting or represented by valid proxies, satisfying quorum requirements for conducting business.

How did Prime Medicine (PRME) stockholders vote on director Michael Kelly in 2026?

Michael Kelly received 107,059,058 votes "for," 3,047,945 votes "withheld," and 30,277,721 broker non-votes. This support resulted in his election as a Class I director, with a term running until the company’s 2029 annual meeting of stockholders.

What were the 2026 vote results for director nominee David Schenkein at Prime Medicine?

David Schenkein, M.D. received 87,522,409 votes "for," 22,584,594 votes "withheld," and 30,277,721 broker non-votes. Based on these results, he was elected as a Class I director, to serve until Prime Medicine’s 2029 annual meeting of stockholders.

How did Prime Medicine (PRME) stockholders vote on ratifying PricewaterhouseCoopers in 2026?

Stockholders strongly ratified PricewaterhouseCoopers LLP as auditor with 139,989,201 votes "for." There were 101,259 votes "against" and 294,264 abstentions regarding its appointment as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Who signed the 2026 annual meeting report for Prime Medicine (PRME)?

The report was signed on behalf of Prime Medicine, Inc. by Allan Reine, M.D. He signed in his capacity as Chief Executive Officer, affirming that the registrant caused the report to be executed pursuant to the Securities Exchange Act of 1934 requirements.

Filing Exhibits & Attachments

4 documents

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.5 KB
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