8-K

Summit Therapeutics Inc. (SMMT)

8-K 2023-05-25 For: 2023-05-23
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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): May 23, 2023

Summit Therapeutics Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 001-36866 37-1979717
(State or Other Jurisdiction<br>of Incorporation) (Commission<br>File Number) (IRS Employer<br>Identification No.)
2882 Sand Hill Road, Suite 106, Menlo Park, CA 94025
(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 460-8308

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)

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

On May 23, 2023, Summit Therapeutics Inc. (the “Company”) held its 2023 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 2024 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, 2023; 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

Election of Directors

Director Nominees For Withheld Broker Non-Votes
Robert W. Duggan 602,091,126 82,492 24,127,917
Mahkam Zanganeh 602,109,288 64,330 24,127,917
Kenneth A. Clark 602,090,958 82,660 24,127,917
Robert Booth 602,090,089 83,529 24,127,917
Ujwala Mahatme 602,089,139 84,479 24,127,917
Manmeet S. Soni 602,035,379 138,239 24,127,917
Alessandra Cesano 602,081,213 92,405 24,127,917
Yu Xia 602,011,269 162,349 24,127,917
Proposal 2 For Against Abstain Broker Non-Votes
--- --- --- --- ---
Ratification of the appointment of PricewaterhouseCoopers LLP, United States 626,187,678 24,729 89,128 Proposal 3 For Against Abstain Broker Non-Votes
--- --- --- --- ---
Advisory vote on compensation of named executive officers 601,047,918 653,118 472,582 24,127,917
Item 9.01 Financial Statements and Exhibits.
--- ---

(d) Exhibits

Exhibit Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 25, 2023 By: /s/ Ankur Dhingra
Chief Financial Officer
(Principal Financial Officer)