UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The board of directors of Forte Biosciences, Inc. (the “Company”) previously approved the amendment and restatement of the Company’s 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”) at the Company’s 2021 annual meeting of stockholders, and in connection with the special meeting of stockholders held on January 24, 2025 (the “2025 Special Meeting”). Most recently, at the Annual Meeting (as defined in Item 5.07 below), the Company’s stockholders approved the further amendment and restatement of the 2021 Equity Incentive Plan (as currently amended and restated, the “A&R 2021 Equity Incentive Plan”).
The purposes of the A&R 2021 Equity Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to employees, directors and consultants, and to promote the success of the Company’s business. These purposes are achieved through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and performance shares.
The number of shares of common stock of the Company (the “Shares”) reserved for issuance under the A&R 2021 Equity Incentive Plan is equal to the sum of: (a) 5,190,000, representing 3,340,000 Shares approved in connection with the 2025 Special Meeting and 1,850,000 newly requested Shares, plus (b) any Shares subject to awards granted under the Tocagen, Inc. 2009 Equity Incentive Plan, the Tocagen, Inc. 2017 Equity Incentive Plan, and the Forte Biosciences Inc. 2018 Equity Incentive Plan that, after May 28, 2021, the date of the original stockholder approval of the 2021 Equity Incentive Plan, expire or otherwise terminate without having been exercised or issued in full, are forfeited to or repurchased by the Company due to failure to vest, or are used to pay the exercise price of such awards or to satisfy the tax liabilities or withholdings related to such awards. The maximum number of Shares to be added to the A&R 2021 Equity Incentive Plan pursuant to clause (b) is equal to 44,093 Shares.
The material terms of the A&R 2021 Equity Incentive Plan are described in “Proposal No. 4 - Approval of the Amended and Restated 2021 Equity Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 29, 2026, which description is incorporated herein by reference.
The foregoing description of the A&R 2021 Equity Incentive Plan is qualified in its entirety by reference to the text of the A&R 2021 Equity Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its 2026 annual meeting of stockholders on May 29, 2026 (the “Annual Meeting”). Of the 20,478,817 Shares outstanding as of the record date of April 17, 2026, 17,766,034 Shares were represented at the Annual Meeting, either by proxy or by attending the meeting. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:
| 1. | Election of Class III Directors. The following nominees were elected to serve as Class III directors, each to hold office until the Company’s 2029 annual meeting of stockholders or until his respective successor has been duly elected and qualified or his or her earlier resignation or removal: |
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Steven Kornfeld |
12,286,043 | 3,973,928 | 1,506,063 | |||||||||
| Scott Brun, M.D. |
12,958,889 | 3,301,082 | 1,506,063 | |||||||||
| Paul A. Wagner, Ph.D. |
16,027,110 | 232,861 | 1,506,063 | |||||||||
| 2. | Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified based on the following results of voting: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 17,722,893 | 3,182 | 39,959 | 0 |
| 3. | Advisory Vote on Executive Compensation. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025. The votes regarding the proposal were as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 12,143,153 | 3,764,729 | 352,089 | 1,506,063 |
| 4. | Approval of the Amended and Restated 2021 Equity Incentive Plan. The Company’s stockholders approved the A&R 2021 Equity Incentive Plan. The votes regarding the proposal were as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 11,911,879 | 3,997,050 | 351,042 | 1,506,063 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | Description | |
| 10.1 | Amended and Restated 2021 Equity Incentive Plan | |
| 104 | The cover page of this Current Report on Form 8-K, formatted in inline XBRL. | |
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.
| FORTE BIOSCIENCES, INC. | ||||||
| Date: June 2, 2026 | By: | /s/ Antony Riley | ||||
| Antony Riley | ||||||
| Chief Financial Officer | ||||||