SEC Form 8-K filed by Whitehawk Therapeutics Inc.
UNITED STATES
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Item 5.07. Submission of Matters to a Vote of Security Holders.
Whitehawk Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders on June 11, 2025 (the “Annual Meeting”). At the Annual Meeting, 28,690,008 shares of common stock of the Company, representing approximately 61% of the voting power of all issued and outstanding shares of common stock of the Company as of April 17, 2025, the record date for the Annual Meeting, and constituting a quorum for the transaction of business, were present in person or by proxy and considered and voted on the following proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2025 (the “Proxy Statement”): (1) the election of three Class II directors for terms to expire at the Company’s 2028 annual meeting of stockholders and until their respective successors have been duly elected and qualified, or until their earlier resignation, death or removal; (2) on an advisory basis, the compensation of the named executive officers identified in the 2024 Summary Compensation Table in the “Executive Compensation” section of the Proxy Statement; and (3) the ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the current fiscal year ending December 31, 2025.
The voting results at the Annual Meeting with respect to each of the matters described above were as follows:
Proposal 1: Election of three Class II directors to serve on the Company’s board of directors until the 2028 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, or until their earlier resignation, death or removal.
| Director |
For | Withheld | Broker Non-Votes | |||||||||
| Anupam Dalal, M.D. |
18,532,860 | 5,029,089 | 5,128,059 | |||||||||
| Mohammad Hirmand, M.D. |
19,402,347 | 4,159,602 | 5,128,059 | |||||||||
| David Lennon, Ph.D. |
19,378,308 | 4,183,641 | 5,128,059 | |||||||||
Effective upon the opening of the polls for the election of Class II directors at the Annual Meeting, the authorized number of directors of the board of directors of the Company was decreased from ten (10) directorships to nine (9) directorships, consisting of three Class I directorships, three Class II directorships, and three Class III directorships.
Proposal 2: To approve, on an advisory basis, the compensation of the named executive officers identified in the 2024 Summary Compensation Table in the “Executive Compensation” section of the Proxy Statement.
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 18,855,748 | 4,692,033 | 14,168 | 5,128,059 |
Proposal 3: Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| For |
Against |
Abstentions | ||
| 28,065,323 | 524,039 | 100,646 |
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.
| WHITEHAWK THERAPEUTICS, INC. | ||||||
| June 13, 2025 | /s/ Scott Giacobello | |||||
| Scott Giacobello | ||||||
| Chief Financial Officer | ||||||