UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2026 annual meeting of stockholders (the “Annual Meeting”) of Tango Therapeutics, Inc. (the “Company”) was held in a virtual-only format on June 4, 2026 at 9:00 a.m., Eastern Time via live webcast. Proxies were solicited pursuant to the Company’s proxy statement filed on April 17, 2026 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Proxy Statement”). As of April 7, 2026, 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 144,242,271. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 131,198,081, representing 90.96% of the total number of shares of Common Stock entitled to vote at the Annual Meeting, thus establishing a quorum for 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 are described in detail in the Proxy Statement: (i) to elect three Class II directors to the Company’s Board of Directors (the “Board”), each to serve until the 2029 annual meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal, (ii) to ratify the selection of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and (iii) to approve, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers.
As previously disclosed on a Current Report on Form 8-K filed by the Company on May 13, 2026, Kanishka Pothula notified the Board that he had resigned from his role as a director of the Board and as a member of the Nominating and Corporate Governance Committee, effective May 13, 2026, prior to the Annual Meeting. Therefore, Mr. Pothula did not stand for reelection at the Annual Meeting. As a result, any votes cast regarding the election of Mr. Pothula at the Annual Meeting were not counted.
Mr. Pothula’s resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, practices, or policies.
The voting results reported below are final.
Proposal 1 - Election of Class II Directors
Malte Peters, M.D. and Mace Rothenberg, M.D. were duly elected to the Company’s Board as Class II directors. The results of the election were as follows:
| CLASS II DIRECTOR NOMINEE | FOR | WITHHELD | BROKER NON-VOTES |
|||||||||
| Malte Peters, M.D. |
98,188,796 | 17,623,596 | 15,385,689 | |||||||||
| Mace Rothenberg, M.D. |
92,476,172 | 23,336,220 | 15,385,689 | |||||||||
Proposal 2 – Ratification of the Selection of Independent Registered Public Accounting Firm
The selection of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified. The results of the ratification were as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER | |||
| 131,097,992 | 73,823 | 26,266 | 0 |
Proposal 3 - Non-Binding Advisory Vote to Approve Named Executive Officer Compensation
The Company’s stockholders approved the non-binding, advisory vote on the compensation of the Company’s named executive officers. The results were as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER | |||
| 113,915,877 | 1,855,838 | 40,677 | 15,385,689 |
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.
Dated: June 4, 2026
| TANGO THERAPEUTICS, INC. | ||
| By: | /s/ Matthew Gall | |
| Name: Matthew Gall | ||
| Title: Chief Financial Officer | ||