SEC Form 8-K filed by Avidity Biosciences Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At a special meeting of stockholders of Avidity Biosciences, Inc. (“Avidity” or the “Company”) held virtually via live webcast on February 26, 2026 (the “Special Meeting”), the Company’s stockholders voted in favor of the proposals identified in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 30, 2026, as amended and supplemented, including the proposal to adopt the Merger Agreement and the Separation Agreement (each as defined below).
As of the record date, January 29, 2026, there were 154,740,172 shares of Company common stock eligible to be voted at the Special Meeting. At the Special Meeting, 123,715,570 shares, or approximately 79.95% of all outstanding shares of Company common stock eligible to be voted at the Special Meeting, were present either in person or by proxy. The final results for the votes regarding each proposal are set forth below.
Proposal 1: The Transactions Proposal
To adopt (i) the Agreement and Plan of Merger, dated as of October 25, 2025 (the “Merger Agreement”), among Novartis AG, a company limited by shares (Aktiengesellschaft) incorporated under the laws of Switzerland (“Novartis” or “Parent”), Ajax Acquisition Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent, and the Company, and (ii) the Separation and Distribution Agreement, dated as of October 25, 2025 (the “Separation Agreement”), among the Company, Bryce Therapeutics, Inc., a newly formed Delaware corporation and wholly owned subsidiary of the Company, and which on December 8, 2025, changed its name to Atrium Therapeutics, Inc. (“SpinCo”), and Parent (with respect to certain sections therein).
The following votes were cast at the Special Meeting (in person or by proxy) and the proposal was approved:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 123,351,048 |
8,090 | 60,331 | 296,100 |
Proposal 2: The Adjournment Proposal
To approve the adjournment of the Special Meeting, if necessary, desirable or appropriate or to solicit additional proxies if, at the time of the Special Meeting, there are an insufficient number of votes in favor of adopting the Transactions Proposal.
This proposal was not voted upon at the Special Meeting, since there were sufficient votes to approve the Transactions Proposal.
Proposal 3: The Non-Binding Merger-Related Compensation Proposal
To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the transactions contemplated by the Merger Agreement and the Separation Agreement (the “Transactions”).
The following advisory votes were cast at the Special Meeting (in person or by proxy) and the Non-Binding Merger-Related Compensation Proposal was approved:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 101,383,553 |
21,654,186 | 381,730 | 296,100 |
No other business properly came before the Special Meeting.
The approval of the Transactions Proposal satisfies the stockholder vote condition to the consummation of the Transactions.
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.
| AVIDITY BIOSCIENCES, INC. | ||||||
| Dated: February 26, 2026 | By: | /s/ Michael F. MacLean | ||||
| Michael F. MacLean | ||||||
| Chief Financial Officer | ||||||