---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-176190"
form_type: "8-K"
ticker: "HOWL"
cik: "0001785530"
company_name: "Werewolf Therapeutics, Inc."
filed_at: "2023-06-27T23:59:59+00:00"
generated_at: "2026-06-13T16:26:33.574481+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.2
confidence: "high"
source: SEC EDGAR
---

# Werewolf Therapeutics amends bylaws and elects three Class II directors at annual meeting

## Summary
- Board adopted Second Amended and Restated Bylaws effective June 21, 2023, including revised advance notice provisions and universal proxy rule compliance.
- Stockholders elected Meeta Chatterjee, Derek DiRocco, and Daniel Hicklin as Class II directors for three-year terms ending 2026.
- Ratified Ernst & Young as independent auditor for FY2023 with 29,895,437 votes for, 1,400 abstain, 3,279 against.
- Bylaw changes eliminated voting list availability requirement and clarified adjournment procedures per recent DGCL amendments.
- Nominating stockholders soliciting proxies must now use a non-white proxy card.

## SEC filing metadata
- accession: 0001193125-23-176190
- form_type: 8-K
- ticker: HOWL
- cik: 0001785530
- company_name: Werewolf Therapeutics, Inc.
- filed_at: 2023-06-27T23:59:59+00:00
- event_type: other
- 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/1785530/000119312523176190/0001193125-23-176190-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1785530/000119312523176190/d506849d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-176190
- JSON: https://secwatch.observer/filing/0001193125-23-176190.json
- Plain text: https://secwatch.observer/filing/0001193125-23-176190.txt

## Key facts
- Governance Changes
  Werewolf Therapeutics, Inc.: Adopted amended and restated bylaws to amend stockholder meeting procedures, eliminate outdated requirements, update advance notice provisions, and make other changes (effective 2023-06-21).
  - Change: bylaw amendment
  - Effective: 2023-06-21
  source text: On June 21, 2023, the board of directors (the “Board”) of Werewolf Therapeutics, Inc. (the “Company”) adopted amended and restated bylaws of the Company (as amended and restated, the “Second Amended and Restated Bylaws”), effective immediately to, among other things: • Amend certain procedures governing notice of each meeting of stockholders, including providing the record date for determining stockholders entitled to vote at the meeting; • Eliminate the former requirement regarding availability of the voting list during stockholder meetings, consistent with recent amendments to Section 219 of the Delaware General Corporation Law (the “DGCL”); • Clarify the procedures governing adjournment of the stockholder meetings, consistent with recent amendments to Section 222 of the DGCL; • Revise and enhance the procedures and disclosure requirements set forth in the advanced notice bylaw provision in connection with stockholder nominations of directors and submission of stockholder proposals,
  evidence_url: https://www.sec.gov/Archives/edgar/data/1785530/000119312523176190/0001193125-23-176190-index.htm
- Shareholder Votes
  Werewolf Therapeutics, Inc. shareholders approved Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm at the 2023-06-21 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-21
  source text: The stockholders of the Company ratified the appointment of Ernst & Young 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: For Against Abstain 29,895,437 3,279 1,400
  evidence_url: https://www.sec.gov/Archives/edgar/data/1785530/000119312523176190/0001193125-23-176190-index.htm
- Shareholder Votes
  Werewolf Therapeutics, Inc. shareholders approved Election of Class II Directors at the 2023-06-21 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-21
  source text: The stockholders of the Company elected Meeta Chatterjee, Ph.D., Derek DiRocco, Ph.D., and Daniel J. Hicklin, Ph.D. as Class II directors, each for a three-year term ending at the annual meeting of stockholders to be held in 2026. The results of the stockholders’ vote with respect to the election of the Class II directors were as follows: Name Votes For Votes Withheld Broker Non-Votes Meeta Chatterjee, Ph.D. 18,766,485 4,810,351 6,323,280 Derek DiRocco, Ph.D. 18,471,357 5,105,479 6,323,280 Daniel J. Hicklin, Ph.D. 23,547,794 29,042 6,323,280
  evidence_url: https://www.sec.gov/Archives/edgar/data/1785530/000119312523176190/0001193125-23-176190-index.htm

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