fhtx-20250617


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Delaware

001-39634

47-5271393

(State or other jurisdiction of incorporation)

(Commission

File Number)

(IRS Employer Identification No.)

500 Technology Square, Ste 700

Cambridge,

02139

(Address of principal executive offices)

(Zip Code)


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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))

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share

FHTX

The Nasdaq Global Market

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).

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. ☐

On June 17, 2025, Foghorn Therapeutics Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The following proposals were submitted to the Company’s stockholders at the Annual Meeting:

(i) To elect Stuart Duty, Neil J. Gallagher, M.D., Ph.D., Adrian Gottschalk, and Ian F. Smith, as Class II directors, each for a three-year term; and

(ii) To ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025.

The proposals are described in detail in the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission on May 5, 2025.

The number of shares of common stock entitled to vote at the Annual Meeting was 55,721,340. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 43,369,822. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and all director nominees were elected.

The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:


Director Nominee	Votes For	Votes Against	Abstentions
Stuart Duty	34,619,374	58,073	12,667
Neil J. Gallagher, M.D., Ph.D.	34,644,188	35,153	10,773
Adrian Gottschalk	33,534,048	1,132,490	23,576
Ian F. Smith	30,911,283	3,754,839	23,992

(ii) Ratification of selection of independent registered public accounting firm.

Stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the voting included 43,340,301 votes for, 16,978 votes against and 12,543 abstentions. There were no broker non-votes regarding this proposal.

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.



			FOGHORN THERAPEUTICS INC.
			By:						/s/ Kristian Humer
									Kristian Humer
									Chief Financial Officer

Date: June 17, 2025


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