8-K
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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
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Date of Report (Date of earliest event reported): August 11, 2026 |
ANAPTYSBIO, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-37985 |
20-3828755 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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10770 Wateridge Circle, Suite 210 |
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San Diego, California |
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92121 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 858 362-6295 |
(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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common stock, par value $0.001 per share |
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ANAB |
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The Nasdaq Stock Market LLC |
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 August 11, 2026, AnaptysBio, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders and the following proposals were adopted:
1.Election of two Class III directors, Hollings Renton and John P. Schmid, each to serve a three-year term, which will expire at the 2029 Annual Meeting of Stockholders or until such time as his respective successor has been duly elected and qualified or until such director’s earlier resignation or removal:
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Nominees |
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Shares For |
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Shares Withheld / Abstaining |
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Broker Non-Votes |
Hollings Renton |
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15,304,522 |
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6,613,642 |
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2,084,465 |
John P. Schmid |
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20,314,669 |
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1,603,495 |
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2,084,465 |
2.Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027:
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Shares For |
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Shares Against |
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Shares Withheld/Abstaining |
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Broker Non-Votes |
22,343,352 |
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1,640,401 |
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18,876 |
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3.Non-binding, advisory approval of compensation paid to the Company’s named executive officers:
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Shares For |
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Shares Against |
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Shares Withheld/Abstaining |
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Broker Non-Votes |
21,274,791 |
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609,979 |
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33,394 |
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2,084,465 |
4.Approval of the amendment to the Company’s 2017 Equity Incentive Plan:
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Shares For |
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Shares Against |
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Shares Withheld/Abstaining |
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Broker Non-Votes |
15,563,882 |
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6,332,813 |
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21,469 |
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2,084,465 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
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.
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ANAPTYSBIO, INC. |
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Date: |
August 11, 2026 |
By: |
/s/ Christopher M. Murphy |
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Christopher M. Murphy
Chief Financial Officer |
Exhibit 10.1
AMENDMENT NO. 1
TO THE
ANAPTYSBIO, INC.
AMENDED AND RESTATED 2017 EQUITY INCENTIVE PLAN
August 11, 2026
This Amendment No. 1 (this “Amendment”) to the AnaptysBio, Inc. Amended and Restated 2017 Equity Incentive Plan (the “Plan”) was approved and adopted by the Board of Directors (the “Board”) of AnaptysBio, Inc. (the “Company”) on the date first written above, and will be effective as of the date on which this Amendment is approved by the stockholders of the Company (the “Amendment Effective Date”).
WHEREAS, the Company maintains the Plan, and pursuant to Section 24 of the Plan, the Board is authorized to amend the Plan;
WHEREAS, the Board desires to amend the Plan to (i) extend the term of the Plan for ten (10) years from the date this Amendment is approved by the Board and (ii) update the yearly non-employee director compensation limitations; and
WHEREAS, following approval by the Board, this Amendment will become effective as of and contingent upon approval by the Company’s stockholders and if, for any reason, the Company’s stockholders fail to approve this Amendment, this Amendment shall be void ab initio and the existing Plan shall continue in full force and effect.
NOW, THEREFORE, the Plan is hereby amended as follows, subject to and effective upon the Amendment Effective Date:
1.Capitalized Terms. Capitalized terms that are not defined in this Amendment shall have the meanings ascribed thereto in the Plan.
2.Amendments to the Plan.
2.1.Section 23 (Term of Plan/Governing Law) of the Plan is hereby amended by deleting the second sentence thereof in its entirety and replacing it with the following:
“Unless earlier terminated as provided herein, this Plan will terminate ten (10) years from the date this Amendment is approved by the Board.”
2.2.Section 12 (Grants to Non-Employee Directors) of the Plan is hereby amended by deleting the last sentence of the first paragraph of Section 12 in its entirety and adding the following new Section 12.4 immediately following Section 12.3:
“12.4. Fiscal Year Compensation Limitation. Commencing from July 1, 2026, no Non-Employee Director may receive Awards under the Plan that, when combined with cash compensation received for service as a Non-Employee Director, exceed $1,000,000 in value (as described below) in the fiscal year of his or her initial service as a Non-Employee Director, or $750,000 in value (as described below) in any subsequent fiscal year. The value of Awards for purposes of complying with this maximum will be determined as follows: (a) for Options and SARs, grant date fair value will be calculated using the Black-Scholes valuation methodology on the date of grant of such Option or SAR; and (b) for all other Awards other than Options and SARs, grant date fair value will be determined by either (i) calculating the product of the Fair Market Value per Share on the date of grant and the aggregate number of Shares subject to the Award, or (ii) calculating the product using an average of the Fair Market Value over a number of trading days as determined by the Board or Committee and the aggregate number of Shares subject to the Award. Awards granted, or cash compensation paid, to an individual while he or she was serving in the capacity as an Employee or while he or she was a Consultant but not a Non-Employee Director will not count for purposes of the limitations set forth in this Section 12.4.”
3.Ratification and Confirmation. Except as specifically amended by this Amendment, the Plan is hereby ratified and confirmed in all respects and remains valid and in full force and effect.
4.Choice of Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of laws thereof.
5.Headings. Section headings are for convenience only and shall not be considered a part of this Amendment.
