Stoke Therapeutics (STOK) adopts annual Say-on-Pay vote frequency after 2025 meeting

Rhea-AI Filing Summary

Stoke Therapeutics, Inc. filed an amended current report to disclose its decision on how often to hold non-binding advisory shareholder votes on executive compensation. Based on stockholder preferences expressed at the 2025 Annual Meeting and the Board’s prior recommendation, the company chose to hold Say-on-Pay votes every year.

The company plans to continue annual non-binding advisory Say-on-Pay votes until the next required Say-on-Frequency vote, which must occur no later than the 2031 Annual Meeting of Stockholders. No other changes were made to the previously reported 2025 Annual Meeting voting results.

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.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

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 3, 2025

Stoke Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-38938		47-1144582
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

45 Wiggins Ave
Bedford, Massachusetts		01730
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (781) 430-8200

(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, $0.0001 par value per share		STOK		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. ☐

EXPLANATORY NOTE

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Stoke Therapeutics, Inc. (the “Company”) with the U.S. Securities and Exchange Commission on June 4, 2025 (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of the Company’s 2025 Annual Meeting of Stockholders held on June 3, 2025 (the “Annual Meeting”). The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company’s decision regarding whether non-binding advisory votes on the compensation of the Company’s named executive officers (the “Say-on-Pay Votes”) should be held every one year, two years or three years (the “Say-on-Frequency Votes”). No other changes have been made to the Original Form 8-K.

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

As previously reported in the Original Form 8-K, in an advisory vote held at the Annual Meeting on the Say-on-Frequency Vote, the Company’s stockholders indicated their preference for one year as the frequency of holding future non-binding advisory Say-on-Pay Votes. In light of these results, and consistent with the recommendation of Company’s Board of Directors as set forth in Company’s proxy statement for the Annual Meeting, the Company has determined to hold future non-binding advisory Say-on-Pay Votes annually until the next Say-on-Frequency Vote, which is required to occur no later than the Company’s 2031 Annual Meeting of Stockholders.

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.

						STOKE THERAPEUTICS, INC.
Date: September 18, 2025				By:		/s/ Thomas E. Leggett
						Thomas E. Leggett Chief Financial Officer

FAQ

What did Stoke Therapeutics (STOK) decide about Say-on-Pay vote frequency?

Stoke Therapeutics decided to hold non-binding advisory Say-on-Pay votes annually. This follows stockholders’ preference at the 2025 Annual Meeting and aligns with the Board’s recommendation in the company’s proxy statement for that meeting.

Why did Stoke Therapeutics (STOK) file this 8-K/A amendment?

The amendment was filed to disclose the company’s formal decision on the frequency of future Say-on-Pay votes. It responds to Item 5.07(d) requirements and supplements previously reported final voting results from the 2025 Annual Meeting of Stockholders.

How did shareholders of Stoke Therapeutics (STOK) vote on Say-on-Frequency?

In an advisory Say-on-Frequency vote at the 2025 Annual Meeting, shareholders indicated a preference for one-year intervals. The company then adopted this annual frequency for future non-binding Say-on-Pay votes, reflecting the outcome of that advisory vote.

How long will Stoke Therapeutics (STOK) hold annual Say-on-Pay votes?

Stoke Therapeutics plans to hold annual non-binding advisory Say-on-Pay votes until the next Say-on-Frequency vote. That next Say-on-Frequency vote is required to occur no later than the company’s 2031 Annual Meeting of Stockholders.

Did Stoke Therapeutics (STOK) change any other 2025 Annual Meeting results?

No other changes were made to the previously reported 2025 Annual Meeting results. The amendment solely adds the board’s decision to hold future Say-on-Pay votes annually, leaving all other disclosed voting outcomes unchanged.

Whose recommendation did Stoke Therapeutics (STOK) follow on Say-on-Pay frequency?

The company followed the recommendation of its Board of Directors. That recommendation, presented in the proxy statement for the 2025 Annual Meeting, supported holding non-binding advisory Say-on-Pay votes every year, consistent with the stockholder preference.