UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 24, 2026
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (203 ) 535-1456
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
The | ||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 24, 2026, Arvinas, Inc. (the "Company") held its annual meeting of stockholders (the “Annual Meeting”) to consider and vote upon the three proposals set forth below, each of which is described in greater detail in the Company's Proxy Statement, filed with the U.S. Securities and Exchange Commission on April 29, 2026. The final voting results are set forth below.
1. Proposal No. 1 - Election of Two Class II Directors
The Company's stockholders elected Leslie V. Norwalk, Esq. and Randy Teel, Ph.D. as Class II directors, each to serve until the 2029 annual meeting of stockholders. The results of the vote with respect to election of the Class II directors were as follows:
For | Withheld | Broker Non-Votes | ||||||||||||||||||
| Leslie V. Norwalk, Esq. | 33,199,341 | 10,607,126 | 7,338,245 | |||||||||||||||||
| Randy Teel, Ph.D. | 43,413,337 | 393,130 | 7,338,245 | |||||||||||||||||
2. Proposal 2 - Advisory Vote on Compensation of the Company's Named Executive Officers
The stockholders of the Company approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The results of the non-biding, advisory vote with respect to such approval were as follows:
For: | 41,191,614 | |||||||
Against: | 2,490,293 | |||||||
Abstain: | 124,560 | |||||||
Broker Non-Votes: | 7,338,245 | |||||||
3. Proposal 3 - Ratification of Appointment of the Company's Independent Registered Public Accounting Firm
The Company's stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026. The results of the vote with respect to such ratification were as follows:
For: | 50,597,706 | |||||||
Against: | 291,446 | |||||||
Abstain: | 255,560 | |||||||
Broker Non-Votes: | — | |||||||
No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARVINAS, INC. | ||||||||
| Date: June 25, 2026 | By: | /s/ Jared Freedberg | ||||||
Jared Freedberg General Counsel | ||||||||