Apogee Therapeutics, Inc.

0001974640 false 0001974640 2026-06-09 2026-06-09 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 09, 2026 Apogee Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41740 93-4958665 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 221 Crescent St., Bldg 17, Suite 102b Waltham , Massachusetts 02453 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: (650) 394-5230 (Former Name or Former 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: ☐ 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 $0.00001 per share APGE 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 On June 9, 2026, Apogee Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 15, 2026, the record date for the Annual Meeting, there were 61,853,254 shares of voting common stock entitled to vote at the meeting. The proposals considered at the Annual Meeting are described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 24, 2026 (the “Proxy Statement”). The final voting results are set forth below. Proposal 1: Election of Directors The following Class III director nominees were elected to serve until the 2029 Annual Meeting of Stockholders based upon the following votes: Nominee Votes For Votes Withheld Broker Non-Votes Mark C. McKenna 53,689,547 1,515,704 1,795,532 Jennifer Fox 52,895,552 2,309,699 1,795,532 William (BJ) Jones, Jr. 44,964,804 10,240,447 1,795,532 Proposal 2: Ratification of Independent Auditor Appointment The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified as follows: Votes For Votes Against Abstentions 56,960,778 1,361 38,644 Proposal 3: Approval on a Non-Binding, Advisory Basis of the Compensation of our Named Executive Officers The compensation of our named executive officers as disclosed in the Proxy Statement was approved on a non-binding, advisory basis as follows: Votes For Votes Against Abstentions Broker Non-Votes 54,324,725 633,959 246,567 1,795,532 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. Apogee Therapeutics, Inc. Date: June 12, 2026 By: /s/ Michael Henderson, M.D. Michael Henderson, M.D. Chief Executive Officer