---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-026821"
form_type: "8-K"
ticker: null
cik: "0001645569"
company_name: "DICE Therapeutics, Inc."
filed_at: "2023-06-07T23:59:59+00:00"
generated_at: "2026-06-14T05:53:37.525768+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# DICE Therapeutics stockholders approve officer exculpation amendment, elect directors

## Summary
- Approved Amended and Restated Certificate of Incorporation to permit officer exculpation: 40,311,115 for, 1,282,156 against.
- Class II directors elected: Jim Scopa (32,540,055 for) and Jake Simson, Ph.D. (32,596,683 for).
- Ratified Ernst & Young as independent auditor for FY2023: 45,245,715 for, 3,113 against.
- Amendment filed with Delaware Secretary of State on June 7, 2023.

## SEC filing metadata
- accession: 0000950170-23-026821
- form_type: 8-K
- cik: 0001645569
- company_name: DICE Therapeutics, Inc.
- filed_at: 2023-06-07T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1645569/000095017023026821/0000950170-23-026821-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1645569/000095017023026821/dice-20230607.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-026821
- JSON: https://secwatch.observer/filing/0000950170-23-026821.json
- Plain text: https://secwatch.observer/filing/0000950170-23-026821.txt

## Key facts
- Governance Changes
  DICE Therapeutics, Inc.: Stockholders approved an amended and restated certificate of incorporation to permit the exculpation of officers from liability in certain circumstances (effective 2023-06-07).
  - Change: charter amendment
  - Effective: 2023-06-07
  source text: On June 7, 2023, at the Annual Meeting of Stockholders (the “ Annual Meeting ”) of DICE Therapeutics, Inc. (the “ Company ”), the Company’s stockholders approved an amended and restated certificate of incorporation (the “ Amended and Restated Certificate of Incorporation ”) to permit the exculpation of the Company’s officers from liability in certain circumstances. On June 7, 2023, the Company filed with the Secretary of State of the State of Delaware the Amended and Restated Certificate of Incorporation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000095017023026821/0000950170-23-026821-index.htm
- Shareholder Votes
  DICE Therapeutics, Inc. shareholders approved Election of Class II Directors at the 2023-06-07 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-07
  source text: Proposal No. 1 – Election of Class II Directors The Company’s stockholders elected the two Class II director nominees to the Company’s Board of Directors for a term of three years expiring with respect to each director at the annual meeting of stockholders to be held in 2026 and until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal, with the votes cast as follows: Nominee Votes For Votes Withheld Broker Non-Votes Jim Scopa 32,540,055 9,054,159 3,655,517 Jake Simson, Ph.D. 32,596,683 8,997,531 3,655,517
  evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000095017023026821/0000950170-23-026821-index.htm
- Shareholder Votes
  DICE Therapeutics, Inc. shareholders approved Ratification of Independent Registered Public Accounting Firm at the 2023-06-07 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-07
  source text: Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm The Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023, with the votes cast as follows: Votes For Votes Against Votes Withheld Broker Non-Votes 45,245,715 3,113 903 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000095017023026821/0000950170-23-026821-index.htm
- Shareholder Votes
  DICE Therapeutics, Inc. shareholders approved Approval of an Amended and Restated Certificate of Incorporation to permit the Exculpation of Officers at the 2023-06-07 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-06-07
  source text: Proposal No. 3 – Approval of an Amended and Restated Certificate of Incorporation to permit the Exculpation of Officers The Company’s stockholders approved the Amended and Restated Certificate of Incorporation to permit the exculpation of officers in certain circumstances, with the votes cast as follows: Votes For Votes Against Votes Withheld Broker Non-Votes 40,311,115 1,282,156 943 3,655,517
  evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000095017023026821/0000950170-23-026821-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.