--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-167885" form_type: "8-K" ticker: "SYBX" cik: "0001527599" company_name: "SYNLOGIC, INC." filed_at: "2023-06-15T23:59:59+00:00" generated_at: "2026-06-14T00:07:36.853521+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Synlogic stockholders approve officer exculpation amendment, reelect directors ## Summary - Stockholders voted to amend certificate of incorporation to permit officer exculpation for breach of fiduciary duty of care, effective June 15, 2023. - Four Class II directors reelected: Peter Barrett, Michael Heffernan, Lisa Kelly-Croswell, Edward Mathers. - Non-binding advisory vote on executive compensation passed with 48.3M for, 0.6M against, 0.2M abstain. - Ratification of KPMG as auditor for FY2023 approved with 59.1M for, 31.9k against. ## SEC filing metadata - accession: 0001193125-23-167885 - form_type: 8-K - ticker: SYBX - cik: 0001527599 - company_name: SYNLOGIC, INC. - filed_at: 2023-06-15T23:59:59+00:00 - event_type: other_material - 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/1527599/000119312523167885/0001193125-23-167885-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1527599/000119312523167885/d520938d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-167885 - JSON: https://secwatch.observer/filing/0001193125-23-167885.json - Plain text: https://secwatch.observer/filing/0001193125-23-167885.txt ## Key facts - Governance Changes SYNLOGIC, INC.: Added Article X to the Amended and Restated Certificate of Incorporation to permit exculpation of officers for breaches of fiduciary duty of care (effective 2023-06-15). - Change: charter amendment - Effective: 2023-06-15 source text: The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Synlogic, Inc. with the Secretary of State of Delaware on June 15, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/1527599/000119312523167885/0001193125-23-167885-index.htm - Shareholder Votes SYNLOGIC, INC. shareholders approved Approval of an amendment to the Amended and Restated Certificate of Incorporation to add a new Article X to permit exculpation of officers at the 2023-06-15 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-15 source text: 4. The Company’s stockholders approved the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation, as disclosed in the Proxy Statement, based on the following votes: Shares Voted For Shares Voted Against Shares Abstaining Broker Non-Votes 48,468,332 496,262 204,603 10,190,664 evidence_url: https://www.sec.gov/Archives/edgar/data/1527599/000119312523167885/0001193125-23-167885-index.htm - Shareholder Votes SYNLOGIC, INC. shareholders approved Ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2023 at the 2023-06-15 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-15 source text: 3. The selection 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: Shares Voted For Shares Voted Against Shares Abstaining Broker Non-Votes 59,077,771 31,856 250,234 — evidence_url: https://www.sec.gov/Archives/edgar/data/1527599/000119312523167885/0001193125-23-167885-index.htm - Shareholder Votes SYNLOGIC, INC. shareholders approved Advisory vote to approve the compensation of the Company's named executive officers at the 2023-06-15 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-15 source text: 2. The Company’s stockholders approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, based on the following votes: Shares Voted For Shares Voted Against Shares Abstaining Broker Non-Votes 48,309,989 619,243 239,965 10,190,664 evidence_url: https://www.sec.gov/Archives/edgar/data/1527599/000119312523167885/0001193125-23-167885-index.htm - Shareholder Votes SYNLOGIC, INC. shareholders approved The following nominees were reelected to serve on the Company’s board of directors (the “Board of Directors”) as Class II directors until the Company’s 2026 annual meeting of stockholders at the 2023-06-15 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-15 source text: 1. The following nominees were reelected to serve on the Company’s board of directors (the “Board of Directors”) as Class II directors until the Company’s 2026 annual meeting of stockholders, based on the following votes: Nominee Shares Voted For Shares Voted to Withhold Authority Broker Non-Vote Peter Barrett, Ph.D. 48,562,574 606,623 10,190,664 Michael Heffernan 43,518,474 5,650,723 10,190,664 Lisa Kelly-Croswell 43,651,100 5,518,097 10,190,664 Edward Mathers 32,479,275 16,689,922 10,190,664 evidence_url: https://www.sec.gov/Archives/edgar/data/1527599/000119312523167885/0001193125-23-167885-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.