Form 8-K Centessa Pharmaceuticals For: Jun 20
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | ||
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 20, 2025
(Exact name of Registrant, as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
Mailing address:
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: +1 (617) 468-5770
Former name or 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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
*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 20, 2025, the Company held its 2025 Annual General Meeting (the “Annual General Meeting”). Proxies were solicited pursuant to the Company’s definitive proxy statement filed on May 6, 2025 (the “Proxy Statement”), with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. The number of ordinary shares entitled to vote at the Annual General Meeting was 133,719,291. The number of ordinary shares present or represented by valid proxy at the Annual General Meeting was 124,956,837, thus establishing a quorum for the Annual General Meeting. All matters submitted to a vote of the Company’s shareholders at the Annual General Meeting were approved and the director nominees were elected. The voting results reported below are final.
| Ordinary Resolutions | For | Against | Withheld | Broker Non-Votes | ||||||||||
| To re-appoint as a director Arjun Goyal, M.D., M.Phil., M.B.A., who retires by rotation in accordance with the Company’s articles of association. | 116,896,525 | 463,793 | 7,596,955 | — | ||||||||||
| To re-appoint as a director Samarth Kulkarni, Ph.D., who retires by rotation in accordance with the Company’s articles of association | 97,746,177 | 19,614,141 | 7,596,955 | — | ||||||||||
| To re-appoint KPMG LLP, a United Kingdom entity, as U.K. statutory auditors of the Company, to hold office until the conclusion of the next meeting at which the Company’s annual accounts and reports are laid before the Company. | 124,954,164 | 2,673 | 436 | — | ||||||||||
| To ratify the re-appointment of KPMG LLP, a Delaware limited liability partnership, as the Company’s independent registered public accounting firm, for the financial year ending December 31, 2025. | 124,955,502 | 1,335 | 436 | — | ||||||||||
| To authorize the Audit Committee to determine the Company’s auditors’ remuneration for the financial year ending December 31, 2025. | 117,132,558 | 2,570 | 7,822,145 | — | ||||||||||
| To receive and adopt our U.K. statutory annual accounts and reports for the financial year ended December 31, 2024 and to note that the Company’s directors do not recommend the payment of any dividend for the financial year ended December 31, 2024. | 117,101,187 | 32,347 | 7,823,739 | — | ||||||||||
| To receive and approve, on an advisory basis, the Company’s U.K. statutory directors’ remuneration report for the financial year ended December 31, 2024. | 116,941,438 | 395,738 | 7,620,097 | — | ||||||||||
| To receive and approve the Directors' Remuneration Policy as set out in the Company's UK statutory directors' remuneration report for the financial year ended December 31, 2024. | 116,981,580 | 376,720 | 7,598,973 | — | ||||||||||
| To generally and unconditionally authorize the directors of the Company or any duly authorised committee of the directors, in accordance with the section 551 of the UK Companies Act 2006 (the “Companies Act”), to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate nominal amount of £133,184 | 104,155,618 | 12,976,701 | 7,824,954 | — | ||||||||||
| Special Resolution | ||||||||||||||
| Subject to the passing of Resolution 9, to empower the Board of Directors to allot equity securities for cash, under section 570 of the Act as if section 561(1) of the Companies Act did not apply to such allotment up to a maximum aggregate nominal amount of £133,184. | 98,231,886 | 18,900,168 | 7,825,219 | — | ||||||||||
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.
Date: June 20, 2025
| By: | /s/ Raphael Deferiere | |||||||
| Name: | Raphael Deferiere | |||||||
| Title: | Principal Accounting Officer | |||||||
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