重大事件
即時報告
8-K
2026-06-22
Revolution Medicines披露總裁退休安排及股東年會投票結果
AI 繁中摘要
美國生物科技公司 Revolution Medicines（股票代碼：RVMD）於2026年6月18日提交8-K表格，披露兩項重要事項：高管退休安排及年度股東大會投票結果。
📌 **Item 5.02 – 高管變動**
總裁兼研發總監 Steve Kelsey 醫生已通知公司，計劃於2027年1月4日正式退休。他將於2026年7月1日起轉任首席執行官的高級顧問，直至退休日。退休後，Kelsey 醫生將符合公司股權獎勵退休政策的相關福利，並計劃於退休日獲提名加入董事會（須經董事會批准）。此過渡安排旨在確保研發領導層平穩交接，對公司長遠戰略影響需持續觀察。
📌 **Item 5.07 – 股東年會投票結果**
年會於2026年6月18日舉行，截至記錄日（4月23日）共有212,592,561股普通股有表決權。三項提案全部通過：
1. **選舉兩名第三類董事**：
- Alexis Borisy：贊成127,181,172票，反對33,660,532票，經紀人非投票20,813,641票。
- Mark A. Goldsmith（現任CEO）：贊成157,681,628票，反對3,160,076票，經紀人非投票20,813,641票。
2. **批准聘任PricewaterhouseCoopers LLP為2026會計年度核數師**：贊成181,309,783票，反對206,306票，棄權139,256票（無經紀人非投票）。
3. **非約束性諮詢投票通過高層薪酬**：贊成155,110,825票，反對5,554,146票，棄權176,733票，經紀人非投票20,813,641票。
三項提案均獲足夠支持，反映股東對現任管理層及核數安排的認可。Kelsey 的退休與董事會過渡計劃屬預期之內，短期內對公司營運影響有限；惟投資者需留意後續研發管線領導變動的潛在風險。公司同時提示前瞻性陳述涉及的風險因素，詳見2026年5月6日提交的10-Q報告。
展開英文正文
8-K false 0001628171 0001628171 2026-06-18 2026-06-18 0001628171 us-gaap:CommonStockMember 2026-06-18 2026-06-18 0001628171 us-gaap:WarrantMember 2026-06-18 2026-06-18 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 18, 2026 REVOLUTION MEDICINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-39219 47-2029180 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 700 Saginaw Drive Redwood City, California 94063 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (650) 481-6801 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: ☐ 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 Name of each exchange on which registered Common Stock, $0.0001 par value per share RVMD The Nasdaq Stock Market LLC Warrants to purchase 0.1112 shares of common stock expiring 2026 RVMDW The Nasdaq Stock Market LLC 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 ☐ 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. ☐ Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 18, 2026, Steve Kelsey, M.D., FRCP, FRCPath, informed Revolution Medicines, Inc. (the “Company”) of his intent to retire from his employment with the Company effective as of January 4, 2027. Dr. Kelsey will transition from his role as the Company’s president, research and development to a new position as senior advisor to the chief executive officer effective as of July 1, 2026. Upon his retirement from the Company, Dr. Kelsey will be eligible to receive certain benefits under the Company’s retirement policy for equity awards. The Company currently contemplates appointing Dr. Kelsey to its board of directors (the “Board”) effective as of his retirement on January 4, 2027, subject to Board approval. Item 5.07 Submission of Matters to a Vote of Security Holders. On June 18, 2026, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement (the “Proxy Statement”) on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 27, 2026. Only stockholders of record as of the close of business on April 23, 2026, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 212,592,561 shares of the Company’s common stock, par value $0.0001 per share, excluding any treasury shares, were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is described below. Proposal 1. The Company’s stockholders elected two Class III directors to hold office until the 2029 annual meeting of stockholders or until their respective successors are elected and qualified. The results of the vote were as follows: Nominee Votes For Votes Withheld Broker Non-Votes Alexis Borisy 127,181,172 33,660,532 20,813,641 Mark A. Goldsmith, M.D., Ph.D. 157,681,628 3,160,076 20,813,641 Proposal 2. The Company’s stockholders ratified the appointment, by the audit committee of the Company’s board of directors, of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026. The results of the vote were as follows: Votes For Votes Against Abstentions 181,309,783 206,306 139,256 As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal. Proposal 3. The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, pursuant to the compensation disclosure rules of the SEC. The results of the vote were as follows: Votes For Votes Against Abstentions Broker Non-Votes 155,110,825 5,554,146 176,733 20,813,641 No other items were presented for stockholder approval at the Annual Meeting. Forward-Looking Statements This Current Report on Form 8-K includes forward-looking statements within the meaning of the federal securities laws, including statements regarding Dr. Kelsey’s planned retirement and the timing thereof, his transition to the role of senior advisor to the chief executive officer and the appointment of Dr. Kelsey to the Board upon his retirement. Forward-looking statements represent the Company’s current expectations and beliefs regarding future events and are subject to known and unknown risks, uncertainties and other factors that could cause actual results, events, or circumstances to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others, that Dr. Kelsey’s retirement, transition, or continued service may not occur on the anticipated timeline or terms; that the contemplated appointment of Dr. Kelsey to the Board remains subject to Board approval and may not occur; the Company’s ability to attract, retain, and transition key personnel; and other risks relating to the Company’s business, including those described under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q that was filed with the SEC on May 6, 2026, and in the other periodic and current reports that the Company files from time to time with the SEC. The forward-looking statements included in this report speak only as of the date of this report, and the Company undertakes no obligation to update any forward-looking statements to reflect subsequent events or developments, except as may be required by law. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. REVOLUTION MEDICINES, INC. Date: June 22, 2026 By: /s/ Mark A. Goldsmith Mark A. Goldsmith, M.D., Ph.D. President and Chief Executive Officer