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Silence Therapeutics (SLN) investors approve directors, pay and auditors at 2026 AGM

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

Rhea-AI Filing Summary

Silence Therapeutics plc reports that shareholders approved nine resolutions at its 2026 Annual General Meeting held on June 16, 2026. Investors re‑appointed directors Rhonda Hellums and James Ede‑Golightly, with 47,160,731 and 52,112,045 votes cast in favor, respectively.

Shareholders gave advisory approval to executive compensation and the directors’ remuneration report, and adopted the 2025 U.K. statutory annual accounts and reports. They also ratified and re‑appointed PricewaterhouseCoopers LLP as both U.S. independent registered public accounting firm and U.K. statutory auditors, and authorized the Audit & Risk Committee to set the auditors’ remuneration. Application of Article 159 of the Company’s articles of association was also approved.

Positive

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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.
Votes for Rhonda Hellums 47,160,731 votes Re-appointment as director at 2026 AGM
Votes for James Ede-Golightly 52,112,045 votes Re-appointment as director at 2026 AGM
Say-on-pay advisory support 48,234,208 votes for Advisory vote on named executive officer compensation
PWC U.S. auditor ratification votes 52,718,407 votes for Ratification as U.S. independent registered public accounting firm
PWC UK statutory auditor re-appointment 52,718,407 votes for Re-appointment as U.K. statutory auditors
Adoption of 2025 UK Annual Report 52,715,076 votes for Resolution to receive and adopt 2025 U.K. statutory accounts
Directors’ remuneration report approval 48,251,875 votes for 2025 directors’ remuneration report
Article 159 application approval 48,307,317 votes for Application from 2026 AGM to next AGM
Annual General Meeting financial
"held its 2026 Annual General Meeting of Shareholders (the “AGM”)"
advisory basis financial
"To approve, on an advisory basis, the compensation of the Company’s named executive officers"
independent registered public accounting firm financial
"the Company’s U.S. independent registered public accounting firm for the year ending December 31, 2026"
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.
U.K. statutory auditors financial
"To re-appoint PricewaterhouseCoopers LLP as the Company’s U.K. statutory auditors"
directors’ remuneration report financial
"To approve the directors’ remuneration report for the year ended December 31, 2025"
articles of association financial
"To approve the application of Article 159 of the Company’s articles of association"
A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.
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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 16, 2026

Silence Therapeutics plc

(Exact name of Registrant as Specified in Its Charter)

England and Wales

001-39487

Not Applicable

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

12 Hammersmith Grove

London

United Kingdom

W6 7AP

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: +44 20 3457 6900

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

American Depositary Shares, each representing 3 ordinary shares, nominal value £0.05 per share

 

SLN

 

The Nasdaq Stock Market LLC

 

Ordinary share, nominal value £0.05 per share*

 

*

 

The Nasdaq Stock Market LLC

* Not for trading, but only in connection with the listing of the American Depositary Shares on 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.

On June 16, 2026, Silence Therapeutics plc (the “Company”) held its 2026 Annual General Meeting of Shareholders (the “AGM”). The shareholders considered the nine resolutions set forth below, each of which was voted on and duly passed on a poll at the AGM. Each Resolution is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2026 (the “Proxy Statement”). Set forth below are the results, including the number of votes cast for, against and abstentions, with respect to each of the resolutions submitted for a vote of the shareholders at the AGM. An abstention is not a vote in law and is not counted in the calculation of the proportion of the votes for or against a particular resolution.

Ordinary Resolutions

Resolution 1: To re-appoint as a director of the Company Rhonda Hellums. The votes were cast as follows:

 

        For

Against

Abstain

47,160,731

5,557,090

  4,680

 

Resolution 2: To re-appoint as a director of the Company James Ede-Golightly. The votes were cast as follows:

        For

Against

Abstain

52,112,045

605,683

  4,680

Resolution 3: To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. The votes were cast as follows:

        For

Against

Abstain

48,234,208

73,667

  4,414,536

Resolution 4: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s U.S. independent registered public accounting firm for the year ending December 31, 2026. The votes were cast as follows:

        For

Against

Abstain

52,718,407

2,885

  1,119

 

Resolution 5: To re-appoint PricewaterhouseCoopers LLP as the Company’s U.K. statutory auditors, to hold office until the conclusion of the next annual general meeting of shareholders. The votes were cast as follows:

 

        For

Against

Abstain

52,718,407

2,885

 1,119

 

Resolution 6: To authorize the Audit & Risk Committee to determine the U.K. statutory auditors’ remuneration for the year ending December 31, 2026. The votes were cast as follows:

        For

Against

Abstain

52,714,237

6,155

  1,869

Resolution 7: To receive and adopt the Company’s U.K. statutory annual accounts and reports for the year ended December 31, 2025 (the “2025 U.K. Annual Report”). The votes were cast as follows:

        For

Against

Abstain

52,715,076

3,108

  4,077

 

 

 

 

 

 


Resolution 8: To approve the directors’ remuneration report for the year ended December 31, 2025, which is set forth as Annex A to the Proxy Statement and on pages 32 to 54 (inclusive) of the 2025 U.K. Annual Report. The votes were cast as follows:

        For

Against

Abstain

48,251,875

66,518

 4,404,018

 

Resolution 9: To approve the application of Article 159 of the Company’s articles of association from the conclusion of this AGM to the conclusion of the next annual general meeting of the Company. The votes were cast as follows:

        For

Against

Abstain

48,307,317

9,333

4,405,761

 


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.

 

Silence Therapeutics plc

Date: June 16, 2026

By:

 /s/ Iain Ross

Name: Iain Ross

Title: Interim Principal Executive Officer and Chairman of the Board of Directors

(Principal Executive Officer)

 

 


FAQ

What did Silence Therapeutics (SLN) shareholders approve at the 2026 AGM?

Shareholders approved all nine resolutions at the 2026 AGM, including board appointments, auditor matters, executive pay, and adoption of the 2025 U.K. accounts. Each resolution was passed on a poll with separate tallies for for, against, and abstain votes.

Which directors were re-appointed at Silence Therapeutics’ 2026 AGM?

Shareholders re-appointed Rhonda Hellums and James Ede-Golightly as directors. Hellums received 47,160,731 votes for and 5,557,090 against, while Ede-Golightly received 52,112,045 votes for and 605,683 against, with small numbers of abstentions recorded in each case.

How did Silence Therapeutics (SLN) shareholders vote on executive compensation?

Shareholders approved, on an advisory basis, the compensation of the named executive officers. The vote recorded 48,234,208 shares for, 73,667 against, and 4,414,536 abstentions, reflecting support for the pay program disclosed in the definitive proxy statement.

Which auditors did Silence Therapeutics shareholders ratify and re-appoint for 2026?

Shareholders ratified and re-appointed PricewaterhouseCoopers LLP. They were approved as U.S. independent registered public accounting firm and as U.K. statutory auditors, with 52,718,407 votes for, 2,885 against, and 1,119 abstentions in each of the two auditor-related resolutions.

What happened to the 2025 U.K. Annual Report at Silence Therapeutics’ AGM?

Shareholders voted to receive and adopt the 2025 U.K. statutory annual accounts and reports. This resolution received 52,715,076 votes for, 3,108 against, and 4,077 abstentions, formally accepting the company’s U.K. financial statements for the year ended December 31, 2025.

Did Silence Therapeutics shareholders approve the directors’ remuneration report for 2025?

Yes. The directors’ remuneration report for the year ended December 31, 2025 was approved. The vote totaled 48,251,875 shares for, 66,518 against, and 4,404,018 abstentions, covering pay disclosures set out in Annex A to the proxy statement and the 2025 U.K. Annual Report.

What is Article 159 and how did Silence Therapeutics shareholders vote on it?

Shareholders approved applying Article 159 of the company’s articles of association from this AGM to the next. The resolution received 48,307,317 votes for, 9,333 against, and 4,405,761 abstentions, extending the article’s application for the coming year under the company’s governance framework.

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