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Tango Therapeutics (TNGX) 2026 meeting elects directors, OKs auditor and pay

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

Rhea-AI Filing Summary

Tango Therapeutics, Inc. held its 2026 annual stockholder meeting on June 4, 2026 in a virtual-only format. Of 144,242,271 common shares entitled to vote as of April 7, 2026, 131,198,081 shares were present or represented by proxy, representing 90.96% and establishing a quorum.

Stockholders elected Class II directors Malte Peters, M.D. (98,188,796 votes for; 17,623,596 withheld; 15,385,689 broker non-votes) and Mace Rothenberg, M.D. (92,476,172 for; 23,336,220 withheld; 15,385,689 broker non-votes), each to serve until the 2029 annual meeting.

They also ratified PricewaterhouseCoopers, LLP as independent registered public accounting firm for the year ending December 31, 2026 (131,097,992 for; 73,823 against; 26,266 abstain) and approved, on a non-binding advisory basis, compensation of named executive officers (113,915,877 for; 1,855,838 against; 40,677 abstain; 15,385,689 broker non-votes).

Positive

  • None.

Negative

  • None.
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 entitled to vote 144,242,271 shares Common stock outstanding and entitled to vote as of April 7, 2026
Shares present or by proxy 131,198,081 shares (90.96%) Shares represented at 2026 annual meeting, establishing quorum
Votes for Malte Peters, M.D. 98,188,796 votes Election as Class II director
Votes for Mace Rothenberg, M.D. 92,476,172 votes Election as Class II director
Auditor ratification votes for 131,097,992 votes Ratification of PricewaterhouseCoopers, LLP for 2026
Say-on-pay votes for 113,915,877 votes Non-binding advisory approval of executive compensation
virtual-only format technical
"The 2026 annual meeting of stockholders ... was held in a virtual-only format"
An event or meeting held entirely online with no physical location, where participants join via video or web platforms much like choosing a video call instead of meeting in a conference room. For investors this matters because it changes how shareholders access information, ask questions, and cast votes—potentially increasing convenience and lowering costs but also raising concerns about technical access, participation fairness, and the transparency of interactions.
quorum financial
"representing 90.96% ... thus establishing a quorum for the Annual Meeting"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
independent registered public accounting firm financial
"ratify the selection 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 basis financial
"to approve, on a non-binding, advisory basis, of 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.
broker non-votes financial
"15,385,689 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.
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Understanding 8-K Material Events →
false 0001819133 0001819133 2026-06-04 2026-06-04
 
 

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

 

 

TANGO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39485   47-2452488

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

201 Brookline Avenue  
Suite 901  
Boston, MA   02215
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 857-320-4900

 

 

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   TNGX   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 ☐

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.

The 2026 annual meeting of stockholders (the “Annual Meeting”) of Tango Therapeutics, Inc. (the “Company”) was held in a virtual-only format on June 4, 2026 at 9:00 a.m., Eastern Time via live webcast. Proxies were solicited pursuant to the Company’s proxy statement filed on April 17, 2026 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Proxy Statement”). As of April 7, 2026, the record date for the Annual Meeting, the number of shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), outstanding and entitled to vote at the Annual Meeting was 144,242,271. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 131,198,081, representing 90.96% of the total number of shares of Common Stock entitled to vote at the Annual Meeting, thus establishing a quorum for the Annual Meeting. Shares present virtually during the Annual Meeting were considered shares of Common Stock represented in person at the Annual Meeting. Each share of Common Stock was entitled to one vote with respect to matters submitted to the Company’s stockholders at the Annual Meeting.

At the Annual Meeting, the Company’s stockholders were asked to vote on the following matters, which are described in detail in the Proxy Statement: (i) to elect three Class II directors to the Company’s Board of Directors (the “Board”), each to serve until the 2029 annual meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal, (ii) to ratify the selection of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and (iii) to approve, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers.

As previously disclosed on a Current Report on Form 8-K filed by the Company on May 13, 2026, Kanishka Pothula notified the Board that he had resigned from his role as a director of the Board and as a member of the Nominating and Corporate Governance Committee, effective May 13, 2026, prior to the Annual Meeting. Therefore, Mr. Pothula did not stand for reelection at the Annual Meeting. As a result, any votes cast regarding the election of Mr. Pothula at the Annual Meeting were not counted.

Mr. Pothula’s resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, practices, or policies.

The voting results reported below are final.

Proposal 1 - Election of Class II Directors

Malte Peters, M.D. and Mace Rothenberg, M.D. were duly elected to the Company’s Board as Class II directors. The results of the election were as follows:

 

CLASS II DIRECTOR NOMINEE    FOR      WITHHELD      BROKER
NON-VOTES		  

Malte Peters, M.D.

      98,188,796        17,623,596        15,385,689  

Mace Rothenberg, M.D.

      92,476,172        23,336,220        15,385,689  

Proposal 2 – Ratification of the Selection of Independent Registered Public Accounting Firm

The selection of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified. The results of the ratification were as follows:

 

FOR

  

AGAINST

  

ABSTAIN

  

BROKER
NON-VOTES

131,097,992   73,823   26,266   0

Proposal 3 - Non-Binding Advisory Vote to Approve Named Executive Officer Compensation

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

 

FOR

  

AGAINST

  

ABSTAIN

  

BROKER
NON-VOTES

113,915,877   1,855,838   40,677   15,385,689

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

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.

Dated: June 4, 2026

 

TANGO THERAPEUTICS, INC.
By:  

/s/ Matthew Gall

  Name: Matthew Gall
  Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Tango Therapeutics (TNGX) report from its 2026 annual meeting?

Tango Therapeutics reported results of its 2026 annual stockholder meeting, where Class II directors were elected, the independent auditor was ratified, and executive compensation received advisory approval. A strong quorum was reached with over 90% of eligible shares represented.

How many Tango Therapeutics (TNGX) shares were entitled to vote and present?

A total of 144,242,271 Tango Therapeutics common shares were outstanding and entitled to vote. Of these, 131,198,081 shares were present or represented by proxy, representing 90.96% of eligible shares, which was sufficient to establish a quorum for conducting business.

Which directors were elected at the Tango Therapeutics (TNGX) 2026 meeting?

Stockholders elected Malte Peters, M.D. and Mace Rothenberg, M.D. as Class II directors to serve until the 2029 annual meeting. Peters received 98,188,796 votes for, and Rothenberg received 92,476,172 votes for, with broker non-votes recorded in both cases.

Did Tango Therapeutics (TNGX) stockholders ratify the company’s auditor for 2026?

Yes. Stockholders ratified PricewaterhouseCoopers, LLP as Tango Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 131,097,992 votes for, 73,823 against, and 26,266 abstentions, and no broker non-votes recorded on this proposal.

How did Tango Therapeutics (TNGX) stockholders vote on executive compensation?

Stockholders approved, on a non-binding advisory basis, the compensation of Tango Therapeutics’ named executive officers. The vote totaled 113,915,877 shares for, 1,855,838 against, and 40,677 abstentions, with an additional 15,385,689 broker non-votes recorded on this say-on-pay proposal.

Was there any director resignation discussed in Tango Therapeutics’ 2026 meeting results?

Yes. Tango Therapeutics noted that director Kanishka Pothula resigned effective May 13, 2026, before the annual meeting. He did not stand for reelection, and any votes cast for him were not counted. The company stated his resignation was not due to any disagreement.

Filing Exhibits & Attachments

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