--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-242481" form_type: "8-K/A" ticker: "FBRX" cik: "0001419041" company_name: "Forte Biosciences, Inc." filed_at: "2023-09-26T23:59:59+00:00" generated_at: "2026-06-10T08:38:20.262528+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Forte Biosciences reports final 2023 annual meeting results; say-on-pay fails ## Summary - Two Class III directors elected: Eichenfield (16.4M for) and Wagner (16.8M for); McIntyre and Hacke not elected. - Advisory vote on executive compensation failed: 9.9M for, 11.8M against, 5.8M abstain. - Stockholders favored annual say-on-pay frequency (13.96M votes); Board to decide. - Ratification of Mayer Hoffman McCann as auditor passed (17.3M for, 3.8M against). - Amended equity plan approved; two shareholder proposals (bylaws, preferred stock rights) voted down. ## SEC filing metadata - accession: 0001193125-23-242481 - form_type: 8-K/A - ticker: FBRX - cik: 0001419041 - company_name: Forte Biosciences, Inc. - filed_at: 2023-09-26T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1419041/000119312523242481/0001193125-23-242481-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1419041/000119312523242481/d531637d8ka.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-242481 - JSON: https://secwatch.observer/filing/0001193125-23-242481.json - Plain text: https://secwatch.observer/filing/0001193125-23-242481.txt ## Key facts - Shareholder Votes Forte Biosciences, Inc. shareholders approved Election of Class III Directors at the 2023-09-19 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-09-19 source text: 1. Election of Class III Directors. Lawrence Eichenfield, M.D. and Paul A. Wagner, Ph.D. were elected to serve as Class III directors, to hold office until the Company’s 2026 annual meeting of stockholders or until his respective successor is duly elected and qualified. The final votes for each nominee to serve as a Class III director are set forth below: Nominee Votes For Votes Withheld Lawrence Eichenfield, M.D. 16,396,500 11,097,526 Paul A. Wagner, Ph.D. 16,831,738 10,662,288 Chris McIntyre 10,627,041 16,348,276 Michael G. Hacke 11,064,021 15,911,296 evidence_url: https://www.sec.gov/Archives/edgar/data/1419041/000119312523242481/0001193125-23-242481-index.htm - Shareholder Votes Forte Biosciences, Inc. shareholders rejected Advisory Vote on Shareholder Proposal to Remove the Company’s Preferred Stock Rights Agreement at the 2023-09-19 meeting. - Proposal: say on pay - Outcome: failed - Meeting: 2023-09-19 source text: 7. Advisory Vote on Shareholder Proposal to Remove the Company’s Preferred Stock Rights Agreement. The Company’s stockholders voted against the removal of the Company’s Preferred Stock Rights Agreement. The votes regarding the proposal were as follows: Votes For Votes Against Abstentions 11,096,793 14,525,586 1,871,743 evidence_url: https://www.sec.gov/Archives/edgar/data/1419041/000119312523242481/0001193125-23-242481-index.htm - Shareholder Votes Forte Biosciences, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-09-19 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-09-19 source text: 4. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified based on the following results of voting: Votes For Votes Against Abstentions 17,303,222 3,776,436 6,502,444 evidence_url: https://www.sec.gov/Archives/edgar/data/1419041/000119312523242481/0001193125-23-242481-index.htm - Shareholder Votes Forte Biosciences, Inc. shareholders approved Approval of the Amended and Restated 2021 Equity Incentive Plan at the 2023-09-19 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-09-19 source text: 5. Approval of the Amended and Restated 2021 Equity Incentive Plan. The Company’s stockholders approved the adoption of the Amended and Restated 2021 Equity Incentive Plan. The votes regarding the proposal were as follows: Votes For Votes Against Abstentions 16,838,182 8,502,806 2,103,978 evidence_url: https://www.sec.gov/Archives/edgar/data/1419041/000119312523242481/0001193125-23-242481-index.htm - Shareholder Votes Forte Biosciences, Inc. shareholders rejected Advisory Vote on Executive Compensation at the 2023-09-19 meeting. - Proposal: say on pay - Outcome: failed - Meeting: 2023-09-19 source text: 2. Advisory Vote on Executive Compensation. The Company’s stockholders advised that they were not in favor of the named executive officers’ compensation for 2022 as disclosed in the proxy statement. The votes regarding the proposal were as follows: Votes For Votes Against Abstentions 9,907,983 11,751,111 5,835,028 evidence_url: https://www.sec.gov/Archives/edgar/data/1419041/000119312523242481/0001193125-23-242481-index.htm - Shareholder Votes Forte Biosciences, Inc. shareholders rejected Shareholder Proposal to Amend the Amended and Restated Bylaws at the 2023-09-19 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-09-19 source text: 6. Shareholder Proposal to Amend the Amended and Restated Bylaws. The Company’s stockholders voted against the amendment of the Company’s Amended and Restated Bylaws. The votes regarding the proposal were as follows: Votes For Votes Against Abstentions 10,813,380 14,810,177 1,870,565 evidence_url: https://www.sec.gov/Archives/edgar/data/1419041/000119312523242481/0001193125-23-242481-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.