[8-K] Wave Life Sciences Ltd. Reports Material Event

Rhea-AI Filing Summary

Wave Life Sciences Ltd. shareholders at the Annual General Meeting on August 5, 2025 approved an amendment increasing the companys 2021 Equity Incentive Plan by 8,000,000 ordinary shares. A quorum of 145,170,578 of 159,227,061 eligible shares (91.17%) was present or represented by proxy. The equity plan amendment passed 105,936,049 for to 24,647,485 against.

Shareholders re-elected nine directors to serve until the 2026 meeting, re-appointed KPMG LLP as auditor with 144,541,282 votes in favor, approved non-employee director compensation and a general share allotment authorization, and supported annual advisory votes on executive compensation. Voting records show significant opposition on several proposals and nominees as reflected by multi-million vote totals against certain items.

Positive

• Shareholder approval of an 8,000,000-share increase to the 2021 Equity Incentive Plan, enabling further equity awards
• Strong quorum: 145,170,578 of 159,227,061 eligible shares (91.17%) participated
• Reappointment of KPMG LLP as independent auditor with 144,541,282 votes in favor
• Re-election of nine directors to serve through the 2026 Annual General Meeting

Negative

• Potential dilution: the 8,000,000-share increase equals about 5.03% of outstanding shares (8,000,000 of 159,227,061)
• Substantial opposition to the equity plan amendment with 24,647,485 votes against
• Significant against votes on the general share allotment authorization (28,413,704 against)
• Notable dissent on at least one director (e.g., Christian Henry received 19,074,532 votes against)

Insights

Corporate Governance Expert

TL;DR: Shareholders largely backed management proposals but recorded notable dissent on certain nominees and equity authorizations.

The meeting produced clear approval for management-led items including the equity plan increase, auditor reappointment and director elections, supported by a 91.17% participation rate of eligible shares. While outcomes were favorable, several proposals received substantial minority opposition: the equity plan amendment had 24,647,485 votes against and the general allotment authorization had 28,413,704 votes against. These vote totals indicate pockets of shareholder concern that the board should monitor when implementing dilutionary measures or governance changes.

Compensation and Equity Plan Specialist

TL;DR: The approved 8,000,000-share increase expands the equity pool by roughly 5.03% of outstanding shares, a meaningful expansion of authorized awards.

The amendment adds 8,000,000 ordinary shares to the 2021 Equity Incentive Plan against an issued and outstanding base of 159,227,061 shares, representing approximately 5.03% of outstanding shares. This increase provides additional capacity for equity-based compensation but also represents potential dilution that shareholders expressed concern about, as shown by the substantial against votes. Management will need to balance award granularity and dilution management when granting new awards under the amended plan.

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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): August 5, 2025

WAVE LIFE SCIENCES LTD.

(Exact name of registrant as specified in its charter)

Singapore		001-37627		98-1356880
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7 Straits View #12-00, Marina One
East Tower
Singapore		018936
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +65 6236 3388

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		Name of each exchange on which registered
$0 Par Value Ordinary Shares		WVE		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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)  On August 5, 2025, the shareholders of Wave Life Sciences Ltd. (the “Company”) approved an amendment to the Company’s 2021 Equity Incentive Plan, as amended (the “Amended 2021 Equity Incentive Plan”), that increases the number of ordinary shares authorized for issuance of awards under the Amended 2021 Equity Incentive Plan by 8,000,000 shares.

A detailed summary of the material features of the Amended 2021 Equity Incentive Plan is set forth in the Company’s definitive proxy statement for its 2025 Annual General Meeting of Shareholders (the “Annual Meeting”) filed with the Securities and Exchange Commission on June 23, 2025 (the “Proxy Statement”). That summary and the foregoing description are qualified in their entirety by reference to the text of the Amended 2021 Equity Incentive Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

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

(a) On August 5, 2025, the Company held its 2025 Annual General Meeting of Shareholders. Of the 159,227,061 ordinary shares issued and outstanding and eligible to vote as of the meeting date of August 5, 2025, a quorum of 145,170,578 ordinary shares, or 91.17%, of the eligible shares, was present in person or represented by proxy at the Annual Meeting.

(b) The following actions were taken at the Annual Meeting, all of which are described in the Proxy Statement. The final voting results for each of the proposals voted upon at the Annual Meeting are set forth below.

Proposal 1 (a) – (i)- Shareholders re-elected nine of the Company’s existing directors to the Board of Directors to serve until the Company’s 2026 Annual General Meeting of Shareholders and until their successor is duly elected and qualified, with the final votes cast as follows:

Board of Directors Nominee		For				Against				Abstain				Broker Non-Vote
Paul B. Bolno, M.D., MBA			129,131,201				1,501,235				8,680			14,529,462
Mark H.N. Corrigan, M.D.			129,548,443				1,084,930				7,743			14,529,462
Christian Henry			111,549,230				19,074,532				17,354			14,529,462
Peter Kolchinsky, Ph.D.			130,188,145				444,723				8,248			14,529,462
Adrian Rawcliffe			130,337,320				285,647				18,149			14,529,462
Ken Takanashi			124,467,167				6,024,248				149,701			14,529,462
Aik Na Tan			130,362,062				269,697				9,357			14,529,462
Gregory L. Verdine, Ph.D.			130,098,845				521,198				21,073			14,529,462
Heidi L. Wagner, J.D.			125,980,141				4,281,064				379,911			14,529,462

Proposal 2- Shareholders approved the re-appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm and independent Singapore auditor for the year ending December 31, 2025, and to authorize the Audit Committee of the Board of Directors to fix KPMG LLP’s remuneration for services provided through the date of the Company’s 2026 Annual General Meeting of Shareholders, with the final votes cast as follows:

For		Against		Abstain		Broker Non-Vote
144,541,282		619,542		9,754		0

Proposal 3- Shareholders approved the Company’s payment of cash and equity-based compensation to the Company’s non-employee directors for their service on the Board of Directors and its committees, in the manner and on the basis set forth in the Proxy Statement, with the final votes cast as follows:

For		Against		Abstain		Broker Non-Vote
130,474,503		155,613		11,000		14,529,462

Proposal 4- Shareholders approved the amendment to the Company’s 2021 Equity Incentive Plan, as amended, in the manner and on the basis set forth in the Proxy Statement, with the final votes cast as follows:

For		Against		Abstain		Broker Non-Vote
105,936,049		24,647,485		57,582		14,529,462

Proposal 5- Shareholders approved a general authorization for the directors of the Company to allot and issue ordinary shares of the Company, in the manner and on the basis set forth in the Proxy Statement, with the final votes cast as follows:

For		Against		Abstain		Broker Non-Vote
102,173,940		28,413,704		53,472		14,529,462

Proposal 6- Shareholders approved on a non-binding, advisory basis only, the compensation of the Company’s named executive officers, in the manner and on the basis set forth described in the Proxy Statement, with the final votes cast as follows:

For		Against		Abstain		Broker Non-Vote
129,648,036		977,466		15,614		14,529,462

Proposal 7- Shareholders approved on a non-binding, advisory basis only, holding future votes on the compensation of the Company’s named executive officers every year, with the final votes cast as follows:

One Year		Two Years		Three Years		Abstain		Broker Non-Vote
130,240,461		24,770		361,388		14,497		14,529,462

After taking into consideration the foregoing voting results and the prior recommendation of the Company’s Board of Directors in favor of an annual shareholder advisory vote on the compensation of the Company’s named executive officers, the Board of Directors intends to hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next required shareholder vote on the frequency of such advisory vote.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1+		Wave Life Sciences Ltd. 2021 Equity Incentive Plan, as amended
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Indicates management contract or compensatory plan or arrangement.

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.

WAVE LIFE SCIENCES LTD.
By:		/s/ Paul B. Bolno, M.D.
		Paul B. Bolno, M.D.
		President and Chief Executive Officer

Date: August 11, 2025

FAQ

What did Wave Life Sciences (WVE) shareholders approve at the Annual General Meeting?

Shareholders approved an amendment to the 2021 Equity Incentive Plan adding 8,000,000 ordinary shares, re-elected nine directors, re-appointed KPMG LLP as auditor, approved non-employee director compensation, and approved a general authorization to allot and issue ordinary shares.

How many shares were outstanding and what was the meeting quorum?

There were 159,227,061 ordinary shares issued and outstanding and eligible to vote; a quorum of 145,170,578 shares participated, equal to 91.17% of eligible shares.

What were the vote results for the equity plan amendment (Proposal 4)?

The equity plan amendment passed with 105,936,049 votes in favor, 24,647,485 votes against, 57,582 abstentions and 14,529,462 broker non-votes.

Were the companys auditors re-appointed?

Yes. Shareholders re-appointed KPMG LLP as the companys independent registered public accounting firm and Singapore auditor with 144,541,282 votes for and 619,542 votes against.

Did shareholders approve the frequency of executive compensation advisory votes?

Yes. Shareholders approved on a non-binding advisory basis to hold future advisory votes on named executive officer compensation every one year, with 130,240,461 votes for the one-year option.