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Sagimet Biosciences details 2026 meeting votes, director exit

Sagimet Biosciences Inc. reported a Board change and the results of its 2026 Annual Meeting of Stockholders.

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Form Type
8-K

Rhea-AI Filing Summary

Sagimet Biosciences Inc. reported a Board change and the results of its 2026 Annual Meeting of Stockholders. Director Tim Walbert resigned from the Board effective June 12, 2026, citing other commitments and no disagreements with the company.

At the virtual annual meeting, held June 12, 2026, with 32,017,613 Series A common shares outstanding as of the April 17, 2026 record date, stockholders elected Class III directors Jennifer Jarrett, Anne Phillips, M.D., David Happel and George Kemble, Ph.D. to serve until the 2029 annual meeting, and ratified KPMG LLP as independent registered public accounting firm for the 2026 fiscal year.

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.
Shares outstanding at record date 32,017,613 shares Series A common stock as of April 17, 2026 record date
Votes for KPMG ratification 19,091,619 votes For ratification of KPMG LLP as 2026 auditor
Votes against KPMG ratification 13,960 votes Against ratification of KPMG LLP as 2026 auditor
Abstentions on KPMG ratification 35,224 votes Abstentions on auditor ratification proposal
Votes for David Happel 8,753,884 votes For election as Class III director
Votes withheld for David Happel 262,813 votes Withheld on Class III director election
Annual Meeting of Stockholders financial
"the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"
Class III directors financial
"Each of Jennifer Jarrett, Anne Phillips, M.D., David Happel and George Kemble, Ph.D. were elected to the Board to serve as Class III directors"
Class III directors are members of a company’s board assigned to one of several staggered term groups, so only that class faces election in a particular year while other classes stay in place. For investors this affects corporate control and takeover risk because staggered elections make it slower and harder for an outside group to replace a majority of directors quickly—think of it as a rotating schedule for board seats that provides continuity but can also entrench existing leadership.
independent registered public accounting firm financial
"The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified"
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.
broker non-votes financial
"Name | | For | | Withheld | | 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.
emerging growth company regulatory
"Emerging growth company x"
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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Board change did Sagimet Biosciences (SGMT) announce in this 8-K?

Sagimet Biosciences announced that director Tim Walbert resigned from the Board effective June 12, 2026. The company states his resignation was due to other commitments and not because of any disagreement over operations, policies, or practices at Sagimet.

How many Sagimet Biosciences (SGMT) shares were entitled to vote at the 2026 annual meeting?

As of the April 17, 2026 record date, 32,017,613 shares of Sagimet’s Series A common stock were outstanding and entitled to vote. These shares formed the basis for participation in the virtual 2026 Annual Meeting of Stockholders held on June 12, 2026.

Which Class III directors were elected at Sagimet Biosciences’ 2026 annual meeting?

Stockholders elected Jennifer Jarrett, Anne Phillips, M.D., David Happel and George Kemble, Ph.D. as Class III directors. They will serve until the 2029 Annual Meeting of Stockholders and until their successors are elected or appointed, or earlier departure events occur.

What were the vote results for Sagimet Biosciences’ auditor ratification in 2026?

Stockholders ratified KPMG LLP as Sagimet’s independent registered public accounting firm for the 2026 fiscal year. The proposal received 19,091,619 votes for, 13,960 votes against, and 35,224 abstentions, with no broker non-votes recorded on this auditor ratification item.

How strong was support for Sagimet Biosciences director nominees at the 2026 meeting?

Support varied by nominee, with David Happel receiving 8,753,884 votes for and 262,813 withheld, and George Kemble, Ph.D. receiving 8,688,684 for and 328,013 withheld. All Class III nominees were elected, with additional broker non-votes reported for each nominee.

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

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false 0001400118 0001400118 2026-06-12 2026-06-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 12, 2026

 

 

 

SAGIMET BIOSCIENCES INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 001-41742 20-5991472
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

 

Sagimet Biosciences Inc.

155 Bovet Road, Suite 303,

San Mateo, California 94402

(Address of principal executive offices, including zip code)

 

(650) 561-8600

(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 Trade
Symbol(s)
Name of each exchange on which registered
Series A Common Stock, $0.0001 par value per share SGMT 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 Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company x

 

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 12, 2026, Tim Walbert, a member of the Board of Directors (the “Board”) of Sagimet Biosciences Inc. (the “Company”), tendered his resignation from the Board, effective as of June 12, 2026. Mr. Walbert’s resignation from the Board was due to other commitments and not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 12, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 17, 2026, the record date for the Annual Meeting, there were 32,017,613 outstanding shares of the Company’s Series A common stock. The Annual Meeting was conducted virtually, and the following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting, which are described in detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the U.S. Securities and Exchange Commission on April 21, 2026.

 

(a) Proposal 1 - Election of Class III Directors. Each of Jennifer Jarrett, Anne Phillips, M.D., David Happel and George Kemble, Ph.D. were elected to the Board to serve as Class III directors until the 2029 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal, as follows:

 

Name  For  Withheld  Broker Non-Votes
Jennifer Jarrett  6,461,429  2,555,268  10,124,106
Anne Phillips, M.D.  7,806,504  1,210,193  10,124,106
David Happel  8,753,884  262,813  10,124,106
George Kemble, Ph.D.  8,688,684  328,013  10,124,106

 

(b) Proposal 2 - Ratification of Independent Registered Public Accountant. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified, as follows:

 

For  Against  Abstentions  Broker Non-Votes
19,091,619  13,960  35,224  0

 

 

 

 

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.

 

  Sagimet Biosciences Inc.
     
Date: June 12, 2026 By: /s/ David Happel
    David Happel
    Chief Executive Officer

 

 

 

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