--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-027939" form_type: "8-K" ticker: "GLUE" cik: "0001826457" company_name: "Monte Rosa Therapeutics, Inc." filed_at: "2023-06-14T23:59:59+00:00" generated_at: "2026-06-14T01:30:50.964170+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Monte Rosa Therapeutics stockholders approve officer liability amendment, elect directors ## Summary - Amendment to certificate of incorporation to limit officer liability as per Delaware law approved (42.5M for, 567k against). - Andrew Schiff, M.D. and Chandra P. Leo elected as Class II directors for three-year term ending 2026. - Deloitte & Touche ratified as independent auditor for FY2023. - Broker non-votes of 2,225,742 on director and amendment proposals. ## SEC filing metadata - accession: 0000950170-23-027939 - form_type: 8-K - ticker: GLUE - cik: 0001826457 - company_name: Monte Rosa Therapeutics, Inc. - filed_at: 2023-06-14T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1826457/000095017023027939/0000950170-23-027939-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1826457/000095017023027939/glue-20230614.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-027939 - JSON: https://secwatch.observer/filing/0000950170-23-027939.json - Plain text: https://secwatch.observer/filing/0000950170-23-027939.txt ## Key facts - Governance Changes Monte Rosa Therapeutics, Inc.: Amendment to Fourth Amended and Restated Certificate of Incorporation to limit liability of certain officers as permitted by Delaware law (effective 2023-06-14). - Change: charter amendment - Effective: 2023-06-14 source text: As further described in Item 5.07 to this Current Report on Form 8-K, at the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Fourth Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law. On June 14, 2023, the Company filed a Certificate of Amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware and the Certificate of Amendment became effective on filing. evidence_url: https://www.sec.gov/Archives/edgar/data/1826457/000095017023027939/0000950170-23-027939-index.htm - Shareholder Votes Monte Rosa Therapeutics, Inc. shareholders approved Election of Class II Director Nominees at the 2023-06-14 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-14 source text: The stockholders of the Company elected Andrew Schiff, M.D. and Chandra P. Leo as Class II directors of the Company, for a three-year term ending at the annual meeting of stockholders to be held in 2026 and until their successor have been duly elected and qualified or until their earlier resignation or removal. The results of the stockholders’ vote with respect to the election of the Class II directors were as follows: Votes For Votes Withheld Broker Non-Votes Andrew Schiff, M.D. 41,135,067 1,941,267 2,225,742 Chandra P. Leo 42,883,895 192,439 2,225,742 evidence_url: https://www.sec.gov/Archives/edgar/data/1826457/000095017023027939/0000950170-23-027939-index.htm - Shareholder Votes Monte Rosa Therapeutics, Inc. shareholders approved Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm at the 2023-06-14 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-14 source text: The stockholders of the Company ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of the stockholders’ vote with respect to such ratification were as follows: Votes Votes For Against Abstain 45,290,642 2,698 8,736 evidence_url: https://www.sec.gov/Archives/edgar/data/1826457/000095017023027939/0000950170-23-027939-index.htm - Shareholder Votes Monte Rosa Therapeutics, Inc. shareholders approved Approval of an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law. at the 2023-06-14 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-14 source text: The stockholders of the Company approved the amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law. The results of the stockholders’ vote with respect to such approval were as follows: Votes Votes Broker For Against Abstain Non-votes 42,500,758 567,676 7,900 2,225,742 evidence_url: https://www.sec.gov/Archives/edgar/data/1826457/000095017023027939/0000950170-23-027939-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.