UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the 2026 Annual Meeting of Stockholders of Climb Bio, Inc. (the “Company”) held on June 5, 2026 (the “Annual Meeting”), the Company’s stockholders approved an amendment (the “2021 Plan Amendment”) to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) to amend the provision providing for an automatic share pool increase to include prefunded warrants in the calculation of the annual increase. The 2021 Plan Amendment had previously been adopted by the Company’s Board of Directors, subject to stockholder approval. The other terms of the 2021 Plan remain unchanged.
The description of the 2021 Plan, as amended, contained on pages 47 to 60 of the Company’s Definitive Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 24, 2026, is incorporated herein by reference. A complete copy of the 2021 Plan, as amended, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders voted on the following proposals:
| 1. | The stockholders of the Company elected Alexander (Bo) Cumbo and Douglas Williams, Ph.D., to the Company’s Board of Directors, each to serve for a three-year term expiring at the 2029 annual meeting of stockholders and until his respective successor has been duly elected and qualified. The results of the stockholders’ vote with respect to such matter were as follows: |
| Votes For | Votes Withheld |
Broker Non- Votes | ||||
| Alexander (Bo) Cumbo | 26,035,689 | 1,395,615 | 7,841,185 | |||
| Douglas Williams, Ph.D. | 24,505,866 | 2,924,838 | 7,841,185 |
| 2. | The stockholders of the Company ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the stockholders’ vote with respect to such matter were as follows: |
| Votes For |
Votes Against |
Abstentions | ||
| 35,206,304 | 63,633 | 2,552 |
| 3. | The stockholders of the Company did not approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, relating to the removal of directors for “cause”. The results of the stockholders’ vote with respect to such matter were as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non- | |||
| 27,299,535 | 130,187 | 1,582 | 7,841,185 |
| 4. | The stockholders of the Company approved the 2021 Plan Amendment. The results of the stockholders’ vote with respect to such matter were as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non- | |||
| 19,604,493 | 7,810,582 | 16,229 | 7,841,185 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | 2021 Equity Incentive Plan, as amended. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| Climb Bio, Inc. | ||||||
| Date: June 8, 2026 | By: | /s/ Aoife Brennan | ||||
| Aoife Brennan, M.B., Ch.B. | ||||||
| President and Chief Executive Officer | ||||||