Viridian Therapeutics, Inc.DE

8-K · d117727d8k.htm

0001590750 2026-06-02 2026-06-02
  
  
 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 2, 2026
  
  

  

 VIRIDIAN THERAPEUTICS, INC.
 (Exact name of registrant as specified in its charter)
  
  

  

 Delaware
  
 001-36483
  
 47-1187261

 (State or other jurisdiction
 of incorporation)

  
 (Commission
 File Number)

  
 (IRS Employer
 Identification No.)

  

 221 Crescent Street , Suite 103A
 Waltham , MA

  
 02453

 (Address of principal executive offices)
  
 (Zip Code)

 Registrant’s telephone number, including area code: (617) 272-4600
 N/A
 (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(s)

  
 Name of each exchange
 on which registered

 Common Stock, $0.01 par value
  
 VRDN
  
 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 2, 2026, Viridian Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) at which holders of the Company’s common stock as of the close of business on April 7, 2026 (the “Record Date”) were entitled to vote. As of the close of business on the Record Date, 103,071,889 shares of the Company’s common stock were issued and outstanding.
 At the Annual Meeting, each of the Company’s director nominees was elected and the other proposals voted on were approved. The final voting results are set forth below:
 1. Election of the two Class II director nominees to serve until the 2029 Annual Meeting of Stockholders:
  

  
   
 For
  
   
 Withheld
  
   
 Broker Non-Votes
  

 Tomas Kiselak

   
  
 72,363,500
  
   
  
 14,475,646
  
   
  
 6,733,104
  

 Jennifer K. Moses

   
  
 86,378,842
  
   
  
 460,304
  
   
  
 6,733,104
  

 2. Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:
  

 For

  
 Against

  
 Abstentions

  
 Broker Non-Votes

 92,866,008
  
 512,582
  
 193,660
  
 —

 3. Approval, on an advisory basis, of the compensation of the Company’s named executive officers:
  

 For

  
 Against

  
 Abstentions

  
 Broker Non-Votes

 83,512,086
  
 3,113,724
  
 213,336
  
 6,733,104

 4. Approval, on an advisory basis, of the frequency of holding an advisory vote on the compensation of the Company’s named executive officers:
  

 1 Year

  
 2 Years

  
 3 Years

  
 Abstain

 86,084,347
  
 29,762
  
 517,682
  
 207,355

 As a result of the foregoing vote, the Company’s Board of Directors has determined that the Company will conduct a non-binding advisory vote on the compensation of the Company’s named executive officers every year.

 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.
  

  

  
 Viridian Therapeutics, Inc.

 Date: June 3, 2026
  

  
 By:
  
 /s/ Stephen Mahoney

  

  

  
 Stephen Mahoney

  

  

  
 President and Chief Executive Officer