---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-164435"
form_type: "8-K"
ticker: "FULC"
cik: "0001680581"
company_name: "Fulcrum Therapeutics, Inc."
filed_at: "2023-06-09T23:59:59+00:00"
generated_at: "2026-06-14T03:59:35.829764+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# Fulcrum shareholders reject stock plan amendment, approve officer liability limitation, elect directors

## Summary
- Stockholders did not approve amendment to 2019 Stock Incentive Plan: 23.7M for, 26.5M against, 48K abstain.
- Approved certificate amendment to limit officer liability under Delaware law: 49.0M for, 1.3M against, 16K abstain.
- Elected Alan Ezekowitz (41.3M for) and Sonja Banks (42.1M for) as Class I directors for three-year terms.
- Ratified Ernst & Young as independent auditor for FY2023: 53.6M for, 8K against, 380K abstain.
- Amendment to Restated Certificate filed with Delaware Secretary of State effective June 8, 2023.

## SEC filing metadata
- accession: 0001193125-23-164435
- form_type: 8-K
- ticker: FULC
- cik: 0001680581
- company_name: Fulcrum Therapeutics, Inc.
- filed_at: 2023-06-09T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1680581/000119312523164435/0001193125-23-164435-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1680581/000119312523164435/d463131d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-164435
- JSON: https://secwatch.observer/filing/0001193125-23-164435.json
- Plain text: https://secwatch.observer/filing/0001193125-23-164435.txt

## Key facts
- Governance Changes
  Fulcrum Therapeutics, Inc.: Amendment to Restated Certificate of Incorporation to limit liability of certain officers as permitted by recent amendments to Delaware law (effective 2023-06-08).
  - Change: charter amendment
  - Effective: 2023-06-08
  source text: At the 2023 annual meeting of stockholders of Fulcrum Therapeutics, Inc., or Fulcrum, held on June 8, 2023, or the Annual Meeting, the stockholders of Fulcrum approved an amendment to Fulcrum’s Restated Certificate of Incorporation to limit the liability of certain officers of Fulcrum as permitted by recent amendments to Delaware law. The certificate of amendment of Fulcrum’s Restated Certificate of Incorporation, or Certificate of Amendment, was filed with the Secretary of State of the State of Delaware on June 8, 2023 and became effective upon filing.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1680581/000119312523164435/0001193125-23-164435-index.htm

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