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  4. [8-K] Quince Therapeutics, Inc. Reports Material Event

Quince Therapeutics (NASDAQ: QNCX) wins approval for wide reverse split range

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Quince Therapeutics, Inc. reported voting results from its annual stockholder meeting held online on June 11, 2026. Holders of 6,255,339 shares of common stock, representing approximately 38.37% of eligible shares, were present virtually or by proxy.

Stockholders elected Class I director June Bray to serve until the 2029 annual meeting, approved an amendment to the certificate of incorporation authorizing a reverse stock split in a range from 1-for-10 to 1-for-100 at the board’s discretion, and ratified BDO USA, P.C. as independent registered accounting firm for the fiscal year ending December 31, 2026.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers and approved the potential adjournment or postponement of the annual meeting to permit further proxy solicitation if necessary.

Positive

  • None.

Negative

  • None.

Insights

Quince secured stockholder support for governance items, including a discretionary reverse split authorization.

The meeting confirmed quorum with 6,255,339 shares present, about 38.37% of eligible shares. Stockholders elected June Bray as a Class I director through the 2029 meeting, maintaining board continuity. Routine ratification of BDO USA, P.C. as auditor for the year ending December 31, 2026 also passed.

The most structurally significant item is approval of a reverse stock split range from 1-for-10 to 1-for-100, exercisable at the board’s sole discretion. This gives flexibility to alter the share count and trading price, though actual implementation and timing are not determined in this excerpt. Advisory approval of executive compensation and adjournment flexibility indicate general support for current governance practices without signaling a major strategic shift on their own.

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.
Shares represented at meeting 6,255,339 shares Approximately 38.37% of outstanding shares eligible to vote at annual meeting
Director election votes for June Bray 2,430,964 votes for Class I director election to serve until 2029 annual meeting
Reverse split approval votes for 4,715,574 votes for Approval of reverse stock split range 1-for-10 to 1-for-100
Reverse split approval votes against 1,517,896 votes against Reverse stock split amendment to certificate of incorporation
Auditor ratification votes for 6,080,608 votes for Ratification of BDO USA, P.C. for fiscal year ending December 31, 2026
Say-on-pay votes for 2,504,778 votes for Advisory approval of named executive officer compensation
Adjournment proposal votes for 5,236,032 votes for Approval of potential adjournment or postponement of annual meeting
reverse stock split financial
"approved the amendment ... to effect a reverse stock split of the Company’s issued and outstanding common stock"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
amended and restated certificate of incorporation regulatory
"approved the amendment to the Company’s amended and restated certificate of incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
independent registered accounting firm financial
"ratified the selection of BDO USA, P.C. as the Company’s independent registered accounting firm"
broker non-votes financial
"Votes For | | Votes Against | | Abstentions | | 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.
advisory basis regulatory
"approved, on an advisory basis, the compensation of the Company’s named executive officers"
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Understanding 8-K Material Events →
false 0001662774 0001662774 2026-06-11 2026-06-11
 
 

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 11, 2026

 

 

QUINCE THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38890   90-1024039
(State or other jurisdiction
of incorporation)		  

(Commission

File Number)

  

(IRS. Employer

Identification No.)

 

601 Gateway Boulevard , Suite 1250

South San Francisco, California

   94080
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (415) 910-5717

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 (see General Instruction A.2. below):

 

☐

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 240.13d-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 $0.001 per share   QNCX   The Nasdaq Stock Market LLC

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.

The Annual Meeting of Stockholders of Quince Therapeutics, Inc. (the “Company”) was held online via live webcast on June 11, 2026 (the “Annual Meeting”). At the Annual Meeting, there were present, in person virtually or by proxy, holders of 6,255,339 shares of common stock, or approximately 38.37% of the total outstanding shares eligible to be voted. The final voting results with respect to each proposal presented at the Annual Meeting is set forth below:

Proposal One - Election of Directors

The Company’s stockholders approved the election of one Class I director to the Board of Directors to serve until the 2029 annual meeting of stockholders and until her successor is duly elected and qualified or until her earlier death, resignation, disqualification or removal. The results of such vote were:

 

Nominee    Votes For    Votes Withheld    Broker Non-Votes

June Bray

    2,430,964    216,735    3,607,640

Proposal Two - Approval of Amendment to the Certificate of Incorporation to Effect a Reverse Stock Split

The Company’s stockholders approved the amendment to the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio ranging from one-for-ten (1-for-10) to one-for-one hundred (1-for-100) with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors in its sole discretion. The results of such vote were:

 

Votes For

  

Votes Against

  

Abstentions

4,715,574   1,517,896   21,866

Proposal Three - Ratification of Selection of Independent Registered Accounting Firm

The Company’s stockholders ratified the selection of BDO USA, P.C. as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2026. The results of such vote were:

 

Votes For

  

Votes Against

  

Abstentions

6,080,608   111,522   63,207

Proposal Four - Approval, on an advisory basis, of the compensation of the Company’s named executive officers

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement. The results of such vote were:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

2,504,778   116,876   26,044   3,607,641

Proposal Five – Adjournment of Annual Meeting

The Company’s stockholders approved the adjournment or postponement of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in favor of the foregoing proposals. The results of such vote were:

 

Votes For

  

Votes Against

  

Abstentions

5,236,032   987,376   31,929

 

SIGNATURES

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.

 

    QUINCE THERAPEUTICS, INC.
    By:  

/s/ Dirk Thye

Date: June 11, 2026     Name:   Dirk Thye
    Title:   Chief Executive Officer and Chief Medical Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Quince Therapeutics (QNCX) stockholders approve at the 2026 annual meeting?

Stockholders approved electing June Bray as a Class I director, authorizing a reverse stock split range, ratifying BDO USA, P.C. as auditor, and supporting executive compensation on an advisory basis, along with potential adjournment of the meeting if needed.

What reverse stock split authority did Quince Therapeutics (QNCX) receive?

Stockholders approved an amendment allowing a reverse stock split of issued and outstanding common stock at a ratio from 1-for-10 to 1-for-100, to be effected, if at all, at a time and date chosen by the board in its sole discretion.

Who was elected to the Quince Therapeutics (QNCX) board at the 2026 meeting?

Stockholders elected June Bray as a Class I director to serve until the 2029 annual meeting of stockholders, continuing until a successor is duly elected and qualified or earlier death, resignation, disqualification, or removal, according to the disclosed voting results.

Which audit firm did Quince Therapeutics (QNCX) stockholders ratify for 2026?

Stockholders ratified BDO USA, P.C. as the independent registered accounting firm for the fiscal year ending December 31, 2026, with the voting results showing significantly more votes for ratification than against or abstaining, supporting continued use of this firm.

How many Quince Therapeutics (QNCX) shares were represented at the 2026 annual meeting?

Holders of 6,255,339 shares of common stock were present virtually or by proxy, representing approximately 38.37% of the total outstanding shares eligible to be voted at the annual meeting held via live webcast.

Did Quince Therapeutics (QNCX) stockholders approve executive compensation?

Yes. Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers as disclosed in the proxy statement, with more votes cast for approval than against or abstaining, alongside broker non-votes reported in the results.

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