UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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of the Securities Exchange Act of 1934
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Emerging growth company ☒
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 14, 2023, Prime Medicine, Inc. (the "Company") held its 2023 annual meeting of stockholders (the “Annual Meeting”). As of April 18, 2023, the record date for the Annual Meeting, the number of shares of the Company's common stock, $0.00001 par value per share, outstanding and entitled to vote at the Annual Meeting was 97,227,809.
At the Annual Meeting, the Company's stockholders voted on the following matters, all of which were described in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 28, 2023: (i) to elect Michael Kelly and David Schenkein as Class I Directors, each to serve until the Company's 2026 annual meeting of stockholders, and until his respective successor shall have been duly elected and qualified ("Proposal 1") and (ii) to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 ("Proposal 2") .
Proposal 1 – Each of the following nominees was elected as a Class I Director to serve until the Company’s 2026 annual meeting of stockholders, and until his respective successor shall have been duly elected and qualified, based on the following votes:
| Class I Director Nominee | For | Withheld | Broker Non-Votes | ||||||||||||||||||||
| Michael Kelly | 64,498,173 | 1,268,140 | 1,517,331 | ||||||||||||||||||||
| David Schenkein | 62,026,457 | 3,739,856 | 1,517,331 | ||||||||||||||||||||
Proposal 2 – The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023 was ratified, based on the following votes:
| For | Against | Abstentions | ||||||||||||
| 67,265,834 | 6,329 | 11,481 | ||||||||||||
SIGNATURE
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.
Date: June 16, 2023
By: | /s/ Keith Gottesdiener | ||||
Name: | Keith Gottesdiener, M.D. | ||||
Title: | President and Chief Executive Officer | ||||