Tango Therapeutics, Inc.

8-K · d149262d8k.htm

0001819133 2026-06-04 2026-06-04
  
  
 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 4, 2026
  
  

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

  

 Delaware
  
 001-39485
  
 47-2452488

 (State or other jurisdiction
 of incorporation)

  
 (Commission
 File Number)

  
 (IRS Employer
 Identification No.)

  

 201 Brookline Avenue
  

 Suite 901
  

 Boston , MA
  
 02215

 (Address of principal executive offices)
  
 (Zip Code)

 Registrant’s telephone number, including area code: 857 - 320-4900
  
  

 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, par value $0.001 per share
  
 TNGX
  
 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).
 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.
 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:
  

 C LASS II D IRECTOR N OMINEE
   
 F OR
  
   
 W ITHHELD
  
   
 B ROKER
 N ON - 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:
  

 F OR

  
 A GAINST

  
 A BSTAIN

  
 B ROKER
 N ON - VOTES

 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:
  

 F OR

  
 A GAINST

  
 A BSTAIN

  
 B ROKER
 N ON - VOTES

 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