Annexon, Inc.

8-K · d123141d8k.htm

0001528115 2026-06-11 2026-06-11
  
  
 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 11, 2026
  
  

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

  

 Delaware
  
 001-39402
  
 27-5414423

 (State or other jurisdiction
 of incorporation)

  
 (Commission
 File Number)

  
 (IRS Employer
 Identification No.)

 1400 Sierra Point Parkway , Bldg C , Suite 200
 Brisbane , California 94005
 (Address of principal executive offices) (Zip Code)
 Registrant’s telephone number, including area code: (650) 822-5500
 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, par value $0.001 per share
  
 ANNX
  
 The Nasdaq Stock 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.

 Annexon, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 11, 2026. The following is a brief description of each matter voted upon at the Annual Meeting and the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable.
  

 1.
 The election of two nominees to serve as Class III directors for a three-year term to expire at the 2029 annual meeting of stockholders or until such earlier time as their respective successors are duly elected and qualified. The following two Class III directors were elected by the votes indicated.

  

  
   
 For
  
   
 Withheld
  
   
 Broker Non-Votes
  

 Bettina M. Cockroft, M.D.

   
  
 101,594,745
  
   
  
 22,807,949
  
   
  
 17,818,815
  

 Douglas Love, Esq.

   
  
 107,491,451
  
   
  
 16,911,243
  
   
  
 17,818,815
  

  

 2.
 The ratification of the selection by the Audit Committee of our Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The selection was ratified by the votes indicated.

  

 For

  
 Against

  
 Abstain

  
 Broker Non-Votes

 142,016,122
  
 185,546
  
 19,841
  
 —

  

 3.
 The approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

  

 For

  
 Against

  
 Abstain

  
 Broker Non-Votes

 122,347,513
  
 1,986,387
  
 68,794
  
 17,818,815

  

 4.
 The approval of an amendment to the Company’s amended and restated certificate of incorporation to increase the number of authorized shares of common stock from 300,000,000 to 500,000,000.

  

 For

  
 Against

  
 Abstain

  
 Broker Non-Votes

 129,051,256
  
 4,374,799
  
 8,795,454
  
 —

 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.
  

 Dated: June 12, 2026
  

  
 Annexon, Inc.

  

  
 By:
  
 /s/ Jennifer Lew

  

  

  
 Jennifer Lew

  

  

  
 Executive Vice President and Chief Financial Officer