8-K

Summit Therapeutics Inc. (SMMT)

8-K 2024-06-17 For: 2024-06-12
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Added on April 09, 2026

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 12, 2024

Summit Therapeutics Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware 001-36866 37-1979717
(State or Other Jurisdiction<br> <br>of Incorporation) (Commission<br> <br>File Number) (IRS Employer<br> <br>Identification No.)
601 Brickell Key Drive, Suite 1000, Miami, FL 33131
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(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (305) 203-2034

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 (see General Instruction A.2. below):

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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading<br> <br>Symbol(s) Name of Each Exchange<br> <br>on Which Registered
Common stock, $0.01 par value per share SMMT 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective June 12, 2024, Ujwala Mahatme informed Summit Therapeutics Inc. (the “Company”) that she was resigning from her role as a member of the Board of Directors (the “Board”) of the Company, and from each committee of the Board, to focus on her increasing professional commitments outside the Company. At the time of Ms. Mahatme’s resignation, she was a member of the Nominating and Corporate Governance Committee, the Compensation Committee and the Audit Committee of the Board. Ms. Mahatme’s resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 14, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The following matters were submitted to a vote of the Company’s stockholders at the Annual Meeting: (i) the election of eight directors to serve until the Company’s 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (ii) the ratification of the appointment of PricewaterhouseCoopers LLP, United States as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and (iii) a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers.

Each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting was approved by the requisite vote of the Company’s stockholders in accordance with the recommendation of the Company’s Board of Directors. Set forth below is the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable:

Proposal 1<br> <br>Election of Directors<br> <br><br> <br>Director Nominees For Withheld Broker<br>Non-Votes
Robert W. Duggan 620,632,521 362,133 18,922,547
Mahkam Zanganeh 620,696,167 298,487 18,922,547
Manmeet S. Soni 620,032,830 961,824 18,922,547
Kenneth A. Clark 612,562,945 8,431,709 18,922,547
Robert Booth 620,631,600 363,054 18,922,547
Alessandra Cesano 613,253,170 7,741,484 18,922,547
Yu Xia 620,368,580 626,074 18,922,547
Mostafa Ronaghi 619,032,689 1,961,965 18,922,547
Proposal 2 For Against Abstain Broker<br>Non-Votes
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Ratification of the appointment of PricewaterhouseCoopers LLP, United States 639,287,776 39,750 589,675
Proposal 3 For Against Abstain Broker<br>Non-Votes
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Approval, on a non-binding advisory basis, of the compensation of the named executive officers. 604,242,482 15,872,371 879,801 18,922,547

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.

SUMMIT THERAPEUTICS INC.
Date: June 17, 2024 By: /s/ Manmeet S. Soni
Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer)