SUTRO BIOPHARMA, INC.

8-K · d116098d8k.htm

0001382101 2026-06-05 2026-06-05
  
  
 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 5, 2026
  
  

 SUTRO BIOPHARMA, INC.
 (Exact name of registrant as specified in its charter)
  
  

  

 Delaware
  
 001-38662
  
 47-0926186

 (State or other jurisdiction
 of Incorporation)

  
 (Commission
 File Number)

  
 (IRS Employer
 Identification No.)

 111 Oyster Point Blvd ,
 South San Francisco , California , 94080
 (Address of principal executive offices) (Zip Code)
 ( 650 ) 881-6500
 (Registrant’s telephone number, including area code)
 Not Applicable
 (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, $0.001 par value
  
 STRO
  
 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.
 On June 5, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “ Annual Meeting ”), and the following proposals were adopted:
  

  
 1.
 Election of three Class II directors, identified in the table below, each to serve a three-year term, which will expire at the 2029 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier resignation or removal:

  

 Nominees

   
 Shares
 For
  
   
 Shares
 Withheld
  
   
 Broker
 Non-Votes
  

 Jane Chung

   
  
 11,355,214
  
   
  
 3,596
  
   
  
 2,540,863
  

 Connie Matsui

   
  
 9,734,802
  
   
  
 1,624,008
  
   
  
 2,540,863
  

 James Panek

   
  
 9,706,422
  
   
  
 1,652,388
  
   
  
 2,540,863
  

  

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

  

 Shares
 For

  
 Shares
 Against

  
 Shares
 Abstaining

 13,893,289

  
 501

  
 5,883

  

  
 3.
 Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting:

  

 Shares
 For

  
 Shares
 Against

  
 Shares
 Abstaining

  
 Broker
 Non-Votes

 11,329,946

  
 22,412

  
 6,452

  
 2,540,863

  

 SIGNATURE
 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  

  

  
 Sutro Biopharma, Inc.

 Date: June 8, 2026
  

  
 By:
  
 /s/ Greg Chow

  

  

  
 Greg Chow

  

  

  
 Chief Financial Officer