Revolution Medicines Inc.

06/22/2026 | Press release | Distributed by Public on 06/22/2026 06:00

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 18, 2026, Steve Kelsey, M.D., FRCP, FRCPath, informed Revolution Medicines, Inc. (the "Company") of his intent to retire from his employment with the Company effective as of January 4, 2027. Dr. Kelsey will transition from his role as the Company's president, research and development to a new position as senior advisor to the chief executive officer effective as of July 1, 2026.

Upon his retirement from the Company, Dr. Kelsey will be eligible to receive certain benefits under the Company's retirement policy for equity awards.

The Company currently contemplates appointing Dr. Kelsey to its board of directors (the "Board") effective as of his retirement on January 4, 2027, subject to Board approval.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 18, 2026, the Company held its 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 27, 2026. Only stockholders of record as of the close of business on April 23, 2026, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 212,592,561 shares of the Company's common stock, par value $0.0001 per share, excluding any treasury shares, 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 two Class III directors to hold office until the 2029 annual meeting of stockholders or until their respective successors are elected and qualified. The results of the vote were as follows:

Nominee

Votes For Votes Withheld Broker Non-Votes

Alexis Borisy

127,181,172 33,660,532 20,813,641

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

157,681,628 3,160,076 20,813,641

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, 2026. The results of the vote were as follows:

Votes For

Votes Against

Abstentions

181,309,783 206,306 139,256

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

Abstentions

Broker Non-Votes

155,110,825 5,554,146 176,733 20,813,641

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

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