Revolution Medicines, Inc.
SEC Document
SEC Filing
false 0001628171 0001628171 2023-06-08 2023-06-08





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 8, 2023




(Exact name of registrant as specified in its charter)




Delaware   001-39219   47-2029180

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification Number)


700 Saginaw Drive

Redwood City, California 94063

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (650) 481-6801



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




Name of each exchange

on which registered

Common Stock, $0.0001 par value per share   RVMD  

The Nasdaq Stock Market LLC

(Nasdaq Global Select 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 8, 2023, Revolution Medicines, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement (the “Proxy Statement”) on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2023. Only stockholders of record as of the close of business on April 20, 2023, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 106,309,642 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is described below.

Proposal 1. The Company’s stockholders elected three Class III directors to hold office until the 2026 annual meeting of stockholders or until their respective successors are elected and qualified. The results of the vote were as follows:



   Votes For      Votes Withheld      Broker Non-Votes  

Alexis Borisy

     41,488,497        48,023,150        5,346,837  

Mark A. Goldsmith, M.D., Ph.D.

     87,159,600        2,352,047        5,346,837  

Barbara Weber, M.D.

     73,933,569        15,578,078        5,346,837  

Proposal 2. The Company’s stockholders ratified the appointment, by the audit committee of the Company’s board of directors, of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023. The results of the vote were as follows:


Votes For


Votes Against



94,850,743   6,594   1,147

As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.

Proposal 3. The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, pursuant to the compensation disclosure rules of the SEC. The results of the vote were as follows:


Votes For


Votes Against




Broker Non-Votes

88,731,273   773,142   7,232   5,346,837

No other items were presented for stockholder approval at the Annual Meeting.


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: June 9, 2023     By:  

/s/ Mark A. Goldsmith


Mark A. Goldsmith, M.D., Ph.D.

President and Chief Executive Officer