---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-267640"
form_type: "8-K"
ticker: "JBIO"
cik: "0001798749"
company_name: "Jade Biosciences, Inc."
filed_at: "2026-06-11T20:28:37+00:00"
generated_at: "2026-06-11T20:35:37.850683+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.2
confidence: "high"
source: SEC EDGAR
---

# Jade Biosciences stockholder meeting approves jury trial waiver and adopts amended bylaws

## Summary
- Class II directors Christopher Cain (34.4M for) and Tom Frohlich (42.4M for) elected.
- PricewaterhouseCoopers ratified as independent auditor for FY2026 (46.0M for).
- Amendment to Articles waiving jury trials in certain circumstances approved (39.9M for).
- Board adopted amended bylaws to align with Nevada law, including virtual meetings and updated voting standards.

## SEC filing metadata
- accession: 0001193125-26-267640
- form_type: 8-K
- ticker: JBIO
- cik: 0001798749
- company_name: Jade Biosciences, Inc.
- filed_at: 2026-06-11T20:28:37+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.2
- confidence: high
- sec_items: 3.03, 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1798749/000119312526267640/0001193125-26-267640-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1798749/000119312526267640/d161530d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-267640
- JSON: https://secwatch.observer/filing/0001193125-26-267640.json
- Plain text: https://secwatch.observer/filing/0001193125-26-267640.txt

## Key facts
- Governance Changes
  Jade Biosciences, Inc.: Amendment to Articles of Incorporation to waive jury trials in certain circumstances, effective June 10, 2026 (effective 2026-06-10).
  - Change: charter amendment
  - Effective: 2026-06-10
  source text: At the 2026 Annual Meeting, as described below under Item 5.07, the stockholders of the Company approved an amendment to the Company’s Articles of Incorporation to waive jury trials in certain circumstances (the “Amendment”). The Amendment became effective upon the Company’s filing of Amended and Restated Articles of Incorporation, including the Amendment as a new Article X, with the Nevada Secretary of State on June 10, 2026
  evidence_url: https://www.sec.gov/Archives/edgar/data/1798749/000119312526267640/0001193125-26-267640-index.htm
- Governance Changes
  Jade Biosciences, Inc.: Amended and Restated Bylaws to make technical, modernizing and clarifying changes consistent with the Nevada Revised Statutes, effective June 9, 2026 (effective 2026-06-09).
  - Change: bylaw amendment
  - Effective: 2026-06-09
  source text: On June 8, 2026, the Board of Directors (the “Board”) of the Company approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective on June 9, 2026, to make certain technical, modernizing and clarifying changes consistent with the current Nevada Revised Statutes (the “NRS”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1798749/000119312526267640/0001193125-26-267640-index.htm
- Shareholder Votes
  Jade Biosciences, Inc. shareholders approved Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 at the 2026-06-09 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-06-09
  source text: Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The appointment was ratified by the votes indicated: For Against Abstain Broker Non-Votes 46,003,217 3,322 137 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1798749/000119312526267640/0001193125-26-267640-index.htm
- Shareholder Votes
  Jade Biosciences, Inc. shareholders approved Election of two Class II Directors to serve until the 2029 Annual Meeting of Stockholders at the 2026-06-09 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-06-09
  source text: The following two Class II Directors were elected by the votes indicated: For Withheld Broker Non-Votes Christopher Cain, Ph.D. 34,373,784 8,041,605 3,591,287 Tom Frohlich 42,399,190 16,199 3,591,287
  evidence_url: https://www.sec.gov/Archives/edgar/data/1798749/000119312526267640/0001193125-26-267640-index.htm
- Shareholder Votes
  Jade Biosciences, Inc. shareholders approved Approve an amendment to the Company’s Articles of Incorporation to waive jury trials in certain circumstances at the 2026-06-09 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2026-06-09
  source text: Proposal to approve an amendment to the Company’s Articles of Incorporation to waive jury trials in certain circumstances. The proposal was approved by the votes indicated: For Against Abstain Broker Non-Votes 39,933,495 2,481,659 235 3,591,287
  evidence_url: https://www.sec.gov/Archives/edgar/data/1798749/000119312526267640/0001193125-26-267640-index.htm

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