---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-028601"
form_type: "8-K"
ticker: "NUVL"
cik: "0001861560"
company_name: "Nuvalent, Inc."
filed_at: "2023-06-16T23:59:59+00:00"
generated_at: "2026-06-13T23:15:39.075440+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.2
confidence: "high"
source: SEC EDGAR
---

# Nuvalent holders elect directors, ratify KPMG, approve officer exculpation amendment

## Summary
- Four Class II directors elected: Gary Gilliland, Michael Meyers, Joseph Pearlberg, Matthew Shair; all received majority support.
- KPMG LLP ratified as independent auditor for fiscal year ending Dec 31, 2023, with 48.9M for, 0.1M against.
- Stockholders approved charter amendment to adopt Delaware officer exculpation provisions, effective June 15, 2023.
- Annual meeting had 49.0M shares present, representing ~95.5% of outstanding common stock.

## SEC filing metadata
- accession: 0000950170-23-028601
- form_type: 8-K
- ticker: NUVL
- cik: 0001861560
- company_name: Nuvalent, Inc.
- filed_at: 2023-06-16T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.2
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1861560/000095017023028601/0000950170-23-028601-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1861560/000095017023028601/nuvl-20230615.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-028601
- JSON: https://secwatch.observer/filing/0000950170-23-028601.json
- Plain text: https://secwatch.observer/filing/0000950170-23-028601.txt

## Key facts
- Governance Changes
  Nuvalent, Inc.: Stockholders approved an amendment to the Third Amended and Restated Certificate of Incorporation to add officer exculpation provisions permitted under new Delaware law (effective 2023-06-15).
  - Change: charter amendment
  - Effective: 2023-06-15
  source text: At the Annual Meeting, the Company's stockholders approved an amendment to the Company's Third Amended and Restated Certificate of Incorporation
  evidence_url: https://www.sec.gov/Archives/edgar/data/1861560/000095017023028601/0000950170-23-028601-index.htm
- Shareholder Votes
  Nuvalent, Inc. shareholders approved Election of Class II directors at the 2023-06-15 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-15
  source text: Proposal No. 1 — The following nominees were elected as Class II directors, each to serve on the Company’s Board of Directors for a three-year term expiring at the 2026 annual meeting of stockholders and until their respective successors have been duly elected and qualified, based on the following votes: Nominee For Withheld Broker Non-Votes Gary Gilliland, M.D., Ph.D. 35,093,835 13,674,323 237,946 Michael L. Meyers, M.D., Ph.D. 48,618,635 149,523 237,946 Joseph Pearlberg, M.D., Ph.D. 46,022,654 2,745,504 237,946 Matthew Shair, Ph.D. 47,781,329 986,829 237,946
  evidence_url: https://www.sec.gov/Archives/edgar/data/1861560/000095017023028601/0000950170-23-028601-index.htm
- Shareholder Votes
  Nuvalent, Inc. shareholders approved Ratification of appointment of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-06-15 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-15
  source text: Proposal No. 2 — The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, was ratified, based on the following votes: For Against Abstain Broker Non-Votes 48,859,156 146,697 251 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1861560/000095017023028601/0000950170-23-028601-index.htm
- Shareholder Votes
  Nuvalent, Inc. shareholders approved Approval of Amendment to Certificate of Incorporation at the 2023-06-15 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-06-15
  source text: Proposal No. 3 — The Amendment was approved, based on the following votes: For Against Abstain Broker Non-Votes 48,317,455 450,614 89 237,946
  evidence_url: https://www.sec.gov/Archives/edgar/data/1861560/000095017023028601/0000950170-23-028601-index.htm

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