---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-135337"
form_type: "8-K"
ticker: "COGT"
cik: "0001622229"
company_name: "Cogent Biosciences, Inc."
filed_at: "2025-06-05T23:59:59+00:00"
generated_at: "2026-05-19T21:56:57.094376+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "medium"
source: SEC EDGAR
---

# Cogent stockholders approve officer exculpation; annual meeting results filed

## Summary
- Approved amendment to certificate of incorporation to exculpate officers: 86,181,373 for, 4,422,462 against.
- Re-elected directors Karen Ferrante (68,418,781 for) and Matthew E. Ros (77,274,345 for).
- Ratified PricewaterhouseCoopers as auditor with 101,115,649 votes for.
- Advisory vote on executive compensation approved: 89,797,699 for, 808,715 against.
- Company presenting at Jefferies Global Healthcare Conference on June 5, 2025 (details in corporate presentation).

## SEC filing metadata
- accession: 0001193125-25-135337
- form_type: 8-K
- ticker: COGT
- cik: 0001622229
- company_name: Cogent Biosciences, Inc.
- filed_at: 2025-06-05T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: medium
- sec_items: 5.03, 5.07, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1622229/000119312525135337/0001193125-25-135337-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1622229/000119312525135337/d20143d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-135337
- JSON: https://secwatch.observer/filing/0001193125-25-135337.json
- Plain text: https://secwatch.observer/filing/0001193125-25-135337.txt

## Key facts
- Governance Changes
  Cogent Biosciences, Inc.: Stockholders approved an amendment to the certificate of incorporation to provide for officer exculpation from liability, which was filed and became effective on June 4, 2025 (effective 2025-06-04).
  - Change: charter amendment
  - Effective: 2025-06-04
  source text: At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to provide for exculpation from liability for officers of the Company, as described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2025 (the “Amendment”). On June 4, 2025, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the Amendment, which became effective immediately upon such filing.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1622229/000119312525135337/0001193125-25-135337-index.htm

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