UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 17, 2025, Septerna, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual-only format via live webcast. Proxies were solicited pursuant to the Company’s definitive proxy statement (the “Proxy Statement”) filed on April 29, 2025 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. As of the close of business on April 21, 2025, the record date for the Annual Meeting, the number of shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), outstanding and entitled to vote at the Annual Meeting was 44,515,703. The number of shares of Common Stock present in person or by remote communication, if applicable, or represented by valid proxy at the Annual Meeting was 34,278,489, thus establishing a quorum for the transaction of business at the Annual Meeting. Shares present virtually during the Annual Meeting were considered shares of Common Stock represented in person at the Annual Meeting. Each share of Common Stock was entitled to one vote with respect to matters submitted to the Company’s stockholders at the Annual Meeting.
At the Annual Meeting, the Company’s stockholders were asked to vote on the following matters, which were described in detail in the Proxy Statement: (i) to elect two Class I director nominees to the Company’s Board of Directors (the “Board”), each to serve for a three-year term until the Company’s 2028 annual meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal (“Proposal No. 1”) and (ii) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (“Proposal No. 2”).
The voting results reported below are final.
Proposal No. 1
Abraham Bassan, M.S. and Alan Ezekowitz, M.D., D.Phil. were duly elected to the Board as Class I directors. The results of the stockholders’ vote with respect to the election of the Class I directors were as follows:
| CLASS I DIRECTOR NOMINEE |
FOR | WITHHELD | BROKER NON- VOTES | |||
| Abraham Bassan, M.S. |
29,320,969 | 3,286,107 | 1,671,413 | |||
| Alan Ezekowitz, M.D., D.Phil. |
29,195,219 | 3,411,857 | 1,671,413 |
Proposal No. 2
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified. The results of the stockholders’ vote with respect to such ratification were as follows:
| FOR |
AGAINST |
ABSTAIN | ||
| 34,218,829 |
12,108 |
47,552 |
No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.
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.
| SEPTERNA, INC. | ||||||
| Date: June 18, 2025 | By: | /s/ Jeffrey Finer, M.D., Ph.D. | ||||
| Name: | Jeffrey Finer, M.D., Ph.D. | |||||
| Title: | President and Chief Executive Officer | |||||