Scholar Rock (SRRK) holders approve directors, auditor and executive pay

Q: Which directors were elected at Scholar Rock’s 2026 annual meeting and for how long?

Stockholders elected David Hallal , Kristina Burow , Michael Gilman, Ph.D. , and Katie Peng as Class II directors. Each will serve a three-year term expiring at the 2029 annual meeting, continuing until a successor is duly elected and qualified or earlier departure.

Q: How did Scholar Rock (SRRK) stockholders vote on the independent auditor in 2026?

Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 113,411,438 shares for, 764,548 against, and 500,031 abstentions, indicating strong support for retaining the current audit firm.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

8-K

Rhea-AI Filing Summary

Scholar Rock Holding Corporation reported the results of its annual stockholder meeting held on June 4, 2026. Stockholders elected four Class II directors—David Hallal, Kristina Burow, Michael Gilman, Ph.D., and Katie Peng—to three-year terms ending at the 2029 annual meeting.

Support for these directors ranged from 86,753,433 to 96,269,103 votes in favor, with 14,598,794 to 24,114,464 votes withheld. Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 113,411,438 votes for, 764,548 against, and 500,031 abstentions.

In addition, stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, with 68,280,961 votes for, 42,455,921 against, and 131,015 abstentions. These outcomes confirm continued stockholder approval of the Company’s board composition, auditor selection, and executive pay program.

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

Votes for Deloitte & Touche: 113,411,438 votes Votes against Deloitte & Touche: 764,548 votes Say-on-pay votes for: 68,280,961 votes +3 more

6 metrics

Votes for Deloitte & Touche 113,411,438 votes Ratification as independent registered public accounting firm for 2026

Votes against Deloitte & Touche 764,548 votes Ratification of independent auditor for 2026

Say-on-pay votes for 68,280,961 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 42,455,921 votes Advisory approval of named executive officer compensation

Votes for David Hallal 95,951,390 votes Election as Class II director

Votes for Katie Peng 96,269,103 votes Election as Class II director

Key Terms

Class II director, independent registered public accounting firm, non-binding, advisory basis, named executive officers

4 terms

Class II director financial

"serve as a Class II director of the Company for a three-year term"

A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche 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 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"

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.

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Understanding 8-K Material Events →

06/04/2026 - 07:21 PM

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 4, 2026

Scholar Rock Holding Corporation

(Exact Name of Registrant as Specified in Charter)


Delaware		001-38501		82-3750435
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

301 Binney Street, 3rd Floor, Cambridge, MA 02142

(Address of Principal Executive Offices) (Zip Code)

(857) 259-3860

(Registrant’s telephone number, including area code)

(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, par value $0.001 per share	SRRK	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 4, 2026, Scholar Rock Holding Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) to consider and vote on the three proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 22, 2026. The final voting results are set forth below.

Proposal 1 – Election of Directors

The stockholders elected each of the persons named below to serve as a Class II director of the Company for a three-year term that expires at the Company’s annual meeting of stockholders in 2029 and until their successors, if any, are duly elected and qualified, subject to their earlier death, resignation or removal. The results of such vote were as follows:


Director Name	Votes For	Votes Withheld
David Hallal	95,951,390	14,916,507
Kristina Burow	90,456,354	20,411,543
Michael Gilman, Ph.D.	86,753,433	24,114,464
Katie Peng	96,269,103	14,598,794

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of such vote were as follows:

Votes For				Votes Against				Abstentions
	113,411,438				764,548				500,031

Proposal 3 – Approval of the Compensation of the Company’s Named Executive Officers on a Non-Binding, Advisory Basis

The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The results of such vote were as follows:

Votes For				Votes Against				Abstentions
	68,280,961				42,455,921				131,015

SIGNATURE

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.


	Scholar Rock Holding Corporation

Date: June 4, 2026	By:	/s/ Junlin Ho
		Junlin Ho
		General Counsel & Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Scholar Rock (SRRK) stockholders vote on at the 2026 annual meeting?

Stockholders voted on three items: electing four Class II directors, ratifying Deloitte & Touche LLP as independent auditor for 2026, and approving named executive officer compensation on a non-binding advisory basis. All three proposals received the required stockholder support.

Which directors were elected at Scholar Rock’s 2026 annual meeting and for how long?

Stockholders elected David Hallal, Kristina Burow, Michael Gilman, Ph.D., and Katie Peng as Class II directors. Each will serve a three-year term expiring at the 2029 annual meeting, continuing until a successor is duly elected and qualified or earlier departure.

How did Scholar Rock (SRRK) stockholders vote on the independent auditor in 2026?

Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 113,411,438 shares for, 764,548 against, and 500,031 abstentions, indicating strong support for retaining the current audit firm.

What were the results of the say-on-pay vote for Scholar Rock’s executives?

Stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The outcome was 68,280,961 votes for, 42,455,921 votes against, and 131,015 abstentions, showing a majority in favor of the existing executive pay program.

Did Scholar Rock (SRRK) stockholders approve all proposals at the 2026 annual meeting?

Yes, all three proposals received stockholder approval: election of four Class II directors, ratification of Deloitte & Touche LLP as independent auditor for 2026, and advisory approval of named executive officer compensation. These results affirm support for current governance and compensation decisions.

Filing Exhibits & Attachments

3 documents