Revolution Medicines outlines leadership shift, vote results

Revolution Medicines outlines leadership shift, vote results

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8-K Event Classification

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What leadership change did Revolution Medicines (RVMD) disclose in this 8-K?

Will Steve Kelsey remain involved with Revolution Medicines (RVMD) after retirement?

How many Revolution Medicines (RVMD) shares were entitled to vote at the 2026 annual meeting?

Which directors were elected at the 2026 Revolution Medicines (RVMD) annual meeting?

Did Revolution Medicines (RVMD) stockholders approve executive compensation in 2026?

Which audit firm did Revolution Medicines (RVMD) stockholders ratify for 2026?

Positive

Negative

Revolution Medicines announced that Steve Kelsey, M.D., will retire from his employment effective January 4, 2027.

(Moderate)

(Neutral)

Form Type

8-K

Revolution Medicines announced that Steve Kelsey, M.D., will retire from his employment effective January 4, 2027. He will transition from president, research and development to senior advisor to the chief executive officer on July 1, 2026, and the company contemplates appointing him to its board of directors at retirement, subject to board approval.

The company also reported results from its annual meeting of stockholders. Stockholders elected Class III directors Alexis Borisy and Mark A. Goldsmith, M.D., Ph.D., to terms ending at the 2029 annual meeting. They ratified PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026, and approved, on a non-binding advisory basis, the compensation of named executive officers.

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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.

Retirement effective date: January 4, 2027 Advisor role start: July 1, 2026 Shares entitled to vote: 212,592,561 shares +4 more

7 metrics

Retirement effective date January 4, 2027 Steve Kelsey employment retirement date

Advisor role start July 1, 2026 Kelsey transition to senior advisor to CEO

Shares entitled to vote 212,592,561 shares Common stock outstanding as of April 23, 2026 record date

Votes for Borisy 127,181,172 votes Election of Alexis Borisy as Class III director

Votes for Goldsmith 157,681,628 votes Election of Mark A. Goldsmith, M.D., Ph.D., as Class III director

Votes for auditor 181,309,783 votes Ratification of PricewaterhouseCoopers LLP for fiscal year 2026

Say-on-pay votes for 155,110,825 votes Approval of named executive officer compensation on advisory basis

emerging growth company, broker non-votes, non-binding, advisory basis, named executive officers, +1 more

5 terms

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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.

broker non-votes financial

"As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal."

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.

non-binding, advisory basis financial

"approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

named executive officers financial

"the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

forward-looking statements regulatory

"Forward-Looking Statements This on includes forward-looking statements within the meaning of the federal securities laws"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Revolution Medicines disclosed that Steve Kelsey, M.D., will retire from his employment on January 4, 2027. He will move from president, research and development to senior advisor to the CEO on July 1, 2026, supporting leadership transition and continuity.

The company currently contemplates appointing Dr. Kelsey to its board of directors effective January 4, 2027. This appointment remains subject to board approval, and he will also serve as senior advisor to the chief executive officer beginning July 1, 2026.

As of the April 23, 2026 record date, 212,592,561 shares of Revolution Medicines common stock were outstanding and entitled to vote. This figure excludes any treasury shares and represents the voting base for all proposals at the annual meeting.

Stockholders elected Class III directors Alexis Borisy and Mark A. Goldsmith, M.D., Ph.D. They will hold office until the 2029 annual meeting of stockholders, or until their respective successors are elected and qualified, supporting board continuity and oversight.

Yes. Stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers. The say-on-pay proposal received 155,110,825 votes for, 5,554,146 votes against, 176,733 abstentions, and 20,813,641 broker non-votes at the annual meeting.

Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 181,309,783 votes for, 206,306 votes against, and 139,256 abstentions, with no broker non-votes recorded.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/22/2026 - 08:00 AM

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, 2026

REVOLUTION MEDICINES, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-39219	47-2029180
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

700 Saginaw Drive
Redwood City, California		94063
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 481-6801

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	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	RVMD	The Nasdaq Stock Market LLC
Warrants to purchase 0.1112 shares of common stock expiring 2026	RVMDW	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 5.02

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

On June 18, 2026, Steve Kelsey, M.D., FRCP, FRCPath, informed Revolution Medicines, Inc. (the “Company”) of his intent to retire from his employment with the Company effective as of January 4, 2027. Dr. Kelsey will transition from his role as the Company’s president, research and development to a new position as senior advisor to the chief executive officer effective as of July 1, 2026.

Upon his retirement from the Company, Dr. Kelsey will be eligible to receive certain benefits under the Company’s retirement policy for equity awards.

The Company currently contemplates appointing Dr. Kelsey to its board of directors (the “Board”) effective as of his retirement on January 4, 2027, subject to Board approval.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 18, 2026, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement (the “Proxy Statement”) on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 27, 2026. Only stockholders of record as of the close of business on April 23, 2026, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 212,592,561 shares of the Company’s common stock, par value $0.0001 per share, excluding any treasury shares, were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is described below.

Proposal 1. The Company’s stockholders elected two Class III directors to hold office until the 2029 annual meeting of stockholders or until their respective successors are elected and qualified. The results of the vote were as follows:


Nominee	Votes For		Votes Withheld		Broker Non-Votes
Alexis Borisy		127,181,172		33,660,532		20,813,641
Mark A. Goldsmith, M.D., Ph.D.		157,681,628		3,160,076		20,813,641

Proposal 2. The Company’s stockholders ratified the appointment, by the audit committee of the Company’s board of directors, of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026. The results of the vote were as follows:


Votes For	Votes Against	Abstentions
181,309,783	206,306	139,256

As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.

Proposal 3. The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, pursuant to the compensation disclosure rules of the SEC. The results of the vote were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
155,110,825	5,554,146	176,733	20,813,641

No other items were presented for stockholder approval at the Annual Meeting.

Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements within the meaning of the federal securities laws, including statements regarding Dr. Kelsey’s planned retirement and the timing thereof, his transition to the role of senior advisor to the chief executive officer and the appointment of Dr. Kelsey to the Board upon his retirement. Forward-looking statements represent the Company’s current expectations

and beliefs regarding future events and are subject to known and unknown risks, uncertainties and other factors that could cause actual results, events, or circumstances to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others, that Dr. Kelsey’s retirement, transition, or continued service may not occur on the anticipated timeline or terms; that the contemplated appointment of Dr. Kelsey to the Board remains subject to Board approval and may not occur; the Company’s ability to attract, retain, and transition key personnel; and other risks relating to the Company’s business, including those described under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q that was filed with the SEC on May 6, 2026, and in the other periodic and current reports that the Company files from time to time with the SEC. The forward-looking statements included in this report speak only as of the date of this report, and the Company undertakes no obligation to update any forward-looking statements to reflect subsequent events or developments, except as may be required by law.

SIGNATURES

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.

Source: View Original Filing on SEC EDGAR

4 documents

REVOLUTION MEDICINES, INC.

Date: June 22, 2026

/s/ Mark A. Goldsmith

Mark A. Goldsmith, M.D., Ph.D.

President and Chief Executive Officer