[8-K] Recursion Pharmaceuticals, Inc. Reports Material Event

Rhea-AI Filing Summary

Recursion Pharmaceuticals held its 2025 Annual Meeting on June 18, with stockholders voting on three key proposals. All proposals passed successfully.

Key outcomes include:

• Election of three Class I directors to serve until 2028: - Zachary Bogue (242.3M votes for) - Zavain Dar (203.3M votes for) - Robert Hershberg (233.5M votes for)
• Approval of executive compensation package with 239.9M votes in favor (97.4% of votes cast excluding abstentions)
• Ratification of PricewaterhouseCoopers LLP as independent auditor with 334.6M votes in favor (98.5% of votes cast excluding abstentions)

Notable was the significant support for Zachary Bogue and Robert Hershberg, while Zavain Dar received relatively more withheld votes. The executive compensation proposal received strong stockholder backing, demonstrating confidence in leadership compensation structures.

Positive

• Strong shareholder support demonstrated with over 97% approval (239.9M vs 3.2M votes) for executive compensation package
• High confidence in company leadership shown with significant majority votes for all director nominees (>83% approval for each)
• Near-unanimous approval (98.5% of votes) for PricewaterhouseCoopers LLP as independent auditor, indicating strong shareholder trust in financial oversight

Negative

• Notable opposition to director Zavain Dar with 42.9M votes withheld (17.4% of votes cast), suggesting some shareholder concerns about this board member

0001601830FALSE00016018302025-06-182025-06-18

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, 2025

RECURSION PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40323

46-4099738

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

41 S Rio Grande Street

Salt Lake City, UT 84101

(Address of principal executive offices) (Zip code)

(385) 269 - 0203

(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			Trading symbol(s)			Name of each exchange on which registered
Class A Common Stock, par value $0.00001 per share			RXRX			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 or (§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.

Recursion Pharmaceuticals, Inc. (the “Company”) held its 2025 annual meeting of stockholders (“Annual Meeting”) on June 18, 2025.

At the Annual Meeting, the Company’s stockholders voted on the following proposals, each of which is described in more detail in the Company’s definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2025 (the “Proxy Statement”):

Proposal 1: The stockholders elected as Class I directors the three individuals listed below to serve until the Company’s 2028 annual meeting of stockholders, or until their respective successors are duly elected and qualified. The voting results were as follows:

Nominee						For						Withheld						Broker Non-Votes
Zachary Bogue, J.D.						242,298,743						3,971,237						93,369,778
Zavain Dar						203,315,209						42,954,771						93,369,778
Robert Hershberg, M.D. Ph.D.						233,487,438						12,782,542						93,369,778

Proposal 2: The advisory resolution to approve executive compensation, as disclosed in the Proxy Statement, was approved, with the following votes cast:

For						Against						Abstain						Broker Non-Votes
239,911,332						3,242,536						3,116,112						93,369,778

Proposal 3: The appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2025 was ratified, with the following votes cast:

For						Against						Abstain
334,613,329						1,968,162						3,058,267

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 on June 18, 2025.

			RECURSION PHARMACEUTICALS, INC.
			By:			/s/ Nathan Hatfield
						Nathan Hatfield
						Chief Legal Officer

FAQ

What were the voting results for RXRX's Class I director elections in June 2025?

In the 2025 annual meeting, three Class I directors were elected: Zachary Bogue, J.D. received 242,298,743 'For' votes, Zavain Dar received 203,315,209 'For' votes, and Robert Hershberg, M.D. Ph.D. received 233,487,438 'For' votes. Each director will serve until RXRX's 2028 annual meeting of stockholders.

Did RXRX shareholders approve the executive compensation package in the 2025 annual meeting?

Yes, RXRX shareholders approved the advisory resolution on executive compensation with 239,911,332 votes 'For', 3,242,536 votes 'Against', and 3,116,112 abstentions. There were 93,369,778 broker non-votes.

Who was appointed as RXRX's independent auditor for fiscal year 2025?

PricewaterhouseCoopers LLP was ratified as RXRX's independent registered public accounting firm for the year ending December 31, 2025, with 334,613,329 shareholders voting in favor, 1,968,162 against, and 3,058,267 abstaining.

When did RXRX hold its 2025 annual shareholder meeting?

Recursion Pharmaceuticals (RXRX) held its 2025 annual meeting of stockholders on June 18, 2025, where shareholders voted on three key proposals including director elections, executive compensation, and auditor appointment.

Which RXRX director received the highest number of 'For' votes in the 2025 election?

Zachary Bogue, J.D. received the highest number of 'For' votes among RXRX's Class I director nominees with 242,298,743 votes, followed by Robert Hershberg, M.D. Ph.D. with 233,487,438 votes, and Zavain Dar with 203,315,209 votes.