8-K
00-0000000 0001808158 false 0001808158 2025-06-17 2025-06-17
 
 

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

Date of Report (Date of earliest event reported): June 17, 2025

 

 

Repare Therapeutics Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Québec   001-39335   Not applicable

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

7171 Frederick-Banting, Building 2, Suite 270  
St-Laurent, Québec, Canada   H4S 1Z9
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (857) 412-7018

Not Applicable

(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:

 

Title of each class

  

Trading
Symbol

  

Name of each exchange

on which registered

Common shares, no par value    RPTX    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 June 17, 2025, Repare Therapeutics Inc., a corporation governed by the Business Corporations Act (Québec) (the “Company”), held its 2025 Annual Meeting of Shareholders (“Annual Meeting”), at which a quorum was present. At the Annual Meeting, the Company’s shareholders voted on the three proposals set forth below. A more detailed description of each proposal is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2025 (the “Proxy Statement”).

Proposal 1 - Election of Directors

David Bonita, M.D., Thomas Civik, Carol A. Schafer and Steven Stein, M.D., were each elected to serve as a Class II director of the Company’s Board of Directors (the “Board”) until the 2028 Annual Meeting of Shareholders and until the director’s successor is duly elected or until the director’s earlier death, resignation or removal. The votes cast were as follows:

 

Nominee

   Votes For    Votes Withheld    Broker Non-Votes

David Bonita, M.D.

   29,042,544    714,938    4,951,160

Thomas Civik

   29,487,405    270,077    4,951,160

Carol A. Schafer

   26,986,678    2,770,804    4,951,160

Steven Stein, M.D.

   29,589,531    167,951    4,951,160

Proposal 2 - Approval, on a Non-Binding, Advisory Basis, of the Compensation of the Company’s Named Executive Officers

The shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, by the following votes:

 

Votes For

 

Votes Against

 

Broker Non-Votes

27,990,552

  1,766,930   4,951,160

Proposal 3 - Appointment of Independent Registered Public Accounting Firm

The shareholders approved the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, and authorized the Board to fix Ernst & Young LLP’s remuneration, by the following votes:

 

Votes For

 

Votes Withheld

34,685,214

 

23,428


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.

 

REPARE THERAPEUTICS INC.
By:  

/s/ Steve Forte

  Steve Forte
  President, Chief Executive Officer and Chief Financial Officer

Dated: June 17, 2025