Solid Biosciences (NASDAQ: SLDB) shareholders approve doubling authorized stock

Rhea-AI Filing Summary

Solid Biosciences Inc. reported the results of its Annual Meeting of Stockholders. Shareholders approved an amendment to the Certificate of Incorporation to increase authorized common stock from 240,000,000 to 480,000,000 shares.

They elected three Class II directors, Clare Kahn, Adam Stone and Lynne Sullivan, to serve until the 2029 annual meeting. Stockholders also ratified, on an advisory basis, Ilan Ganot as a Class I director through the 2028 meeting and confirmed PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026.

In addition, shareholders approved a non-binding advisory vote on executive compensation. Most proposals received strong support, with the share increase amendment passing with 85,604,508 votes for, 893,360 against and 27,502 abstaining.

Insights

Equity & governance analyst

Shareholders backed all proposals, including a sizable increase in authorized shares.

Solid Biosciences obtained shareholder approval to double its authorized common stock from 240 million to 480 million shares. This does not issue new shares by itself but expands capacity for future equity financing, stock-based compensation or transactions.

Director elections, auditor ratification and the advisory say‑on‑pay vote all passed with large majorities, suggesting broad alignment with current governance and compensation practices. Any actual effect on ownership dilution will depend on how much of the newly authorized stock the company later issues and for what purposes, which would appear in future disclosures.

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

Authorized common stock: 480,000,000 shares Vote for share increase: 85,604,508 for / 893,360 against Auditor ratification votes: 86,420,186 for / 70,007 against +3 more

6 metrics

Authorized common stock 480,000,000 shares Increased from 240,000,000 shares via Share Increase Amendment

Vote for share increase 85,604,508 for / 893,360 against Amendment to increase authorized common shares

Auditor ratification votes 86,420,186 for / 70,007 against Ratification of PricewaterhouseCoopers LLP for 2026

Say-on-pay support 72,596,980 for / 6,203,634 against Advisory vote on executive compensation

Vote for Ilan Ganot 78,636,398 for Advisory ratification as Class I director until 2028 meeting

Director Kahn votes for 73,139,200 votes Election as Class II director until 2029 meeting

Key Terms

Annual Meeting of Stockholders, Class II directors, Certificate of Incorporation, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Stockholders financial

"held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 10, 2026"

Class II directors financial

"elected Clare Kahn, Adam Stone and Lynne Sullivan as Class II directors"

Certificate of Incorporation regulatory

"approved an amendment to the Company’s Certificate of Incorporation, as amended, to increase"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

independent registered public accounting firm financial

"ratified 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.

non-binding, advisory vote financial

"approved the non-binding, advisory vote on the compensation paid to its named executive officers"

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Understanding 8-K Material Events →

0001707502false00017075022026-06-102026-06-10

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 10, 2026

Solid Biosciences Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-38360	90-0943402
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
500 Rutherford Avenue
Charlestown, Massachusetts				02129
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 337-4680

(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 $0.001 par value per share		SLDB		The 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 (§ 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.

Solid Biosciences Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 10, 2026 to consider and vote upon the matters listed below. The following is a summary of the matters voted on at the Annual Meeting.

1. The Company’s stockholders elected Clare Kahn, Adam Stone and Lynne Sullivan as Class II directors to serve until the 2029 Annual Meeting of Stockholders, each director to hold office until his or her successor has been duly appointed and qualified. The results of the stockholders’ vote with respect to the election of such Class II directors were as follows:

	Votes For	Votes Withheld	Broker Non-Votes
Clare Kahn	73,139,200	5,700,169	7,685,551
Adam Stone	71,556,735	7,282,634	7,685,551
Lynne Sullivan	73,124,331	5,715,038	7,685,551

2. The Company’s stockholders ratified the appointment of Ilan Ganot, on an advisory basis, as a Class I director to serve until the 2028 Annual Meeting of Stockholders. The results of the stockholders’ vote with respect to such ratification were as follows:

Votes For	Votes Against	Votes Abstaining	Broker Non-Votes
78,636,398	185,585	17,386	7,685,551

3. The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the stockholders’ vote with respect to such ratification were as follows:

Votes For	Votes Against	Votes Abstaining	Broker Non-Votes
86,420,186	70,007	34,727	-

4. The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock from 240,000,000 to 480,000,000 (the “Share Increase Amendment”). The results of the stockholders’ vote with respect to such approval were as follows:

Votes For	Votes Against	Votes Abstaining	Broker Non-Votes
85,604,508	893,360	27,502	-

The Company filed a Certificate of Amendment to Certificate of Incorporation with the Secretary of State of the State of Delaware on June 10, 2026 to effect the Share Increase Amendment.

5. The Company’s stockholders approved the non-binding, advisory vote on the compensation paid to its named executive officers. The results of the stockholders’ vote with respect to such approval were as follows:

Votes For	Votes Against	Votes Abstaining	Broker Non-Votes
72,596,980	6,203,634	38,755	7,685,551

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.

			SOLID BIOSCIENCES INC.
Date:	June 10, 2026	By:	/s/ Alexander Cumbo
		Name: Title	Alexander Cumbo Chief Executive Officer

FAQ

What did Solid Biosciences (SLDB) shareholders approve at the 2026 annual meeting?

Shareholders approved all proposals, including electing three Class II directors, ratifying Ilan Ganot as a Class I director, confirming PricewaterhouseCoopers LLP as auditor for 2026, doubling authorized common shares, and passing an advisory say-on-pay vote on executive compensation.

How many authorized shares does Solid Biosciences (SLDB) have after the vote?

After shareholder approval of the Share Increase Amendment, Solid Biosciences’ authorized common stock rose from 240,000,000 to 480,000,000 shares. This change expands the company’s ability to issue equity in the future but does not itself create or sell any new shares.

Which directors were elected at Solid Biosciences’ 2026 annual meeting?

Shareholders elected Clare Kahn, Adam Stone and Lynne Sullivan as Class II directors to serve until the 2029 annual meeting. Each will hold office until a successor is duly appointed and qualified, indicating continued support for the existing board structure and leadership mix.

Was Solid Biosciences’ auditor ratified for the 2026 fiscal year?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as Solid Biosciences’ independent registered public accounting firm for the year ending December 31, 2026, with 86,420,186 votes for, 70,007 against and 34,727 abstaining, and no broker non-votes recorded on this proposal.

How did Solid Biosciences (SLDB) shareholders vote on executive compensation?

Shareholders approved the non-binding advisory vote on compensation for named executive officers, with 72,596,980 votes for, 6,203,634 against and 38,755 abstaining, plus 7,685,551 broker non-votes. This advisory outcome indicates overall shareholder support for the company’s current pay practices.

What was the outcome of the vote on Ilan Ganot as a Class I director at SLDB?

On an advisory basis, shareholders ratified Ilan Ganot as a Class I director to serve until the 2028 annual meeting, with 78,636,398 votes for, 185,585 against and 17,386 abstaining, plus 7,685,551 broker non-votes. This reflects strong support for his continued board service.

Filing Exhibits & Attachments

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