8-K

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 5, 2025

PMV Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39539

46-3218129

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)


400 Alexander Park Drive, Suite 301
Princeton, New Jersey		08540
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (609) 642-6670

Not Applicable

(Former name or former address, if changed since last report)

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

Common Stock, par value $0.00001 per share

PMVP

The Nasdaq Global Select Market

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 5.07.

Submission of Matters to a Vote of Security Holders.

On June 5, 2025, PMV Pharmaceuticals, Inc. (the “Company”) held its virtual 2025 Annual Meeting of Stockholders (the “Annual Meeting”) exclusively online via live webcast. The stockholders voted on the following proposals at the Annual Meeting:

Proposal 1. Election of Directors

The Company’s stockholders elected the two persons listed below as Class II Directors, each to serve until the Company’s 2028 annual meeting of stockholders and until their respective successors has been duly elected and qualified, or until the earlier of the respective director’s death, resignation or removal. The final voting results are as follows:


	FOR		WITHHELD		BROKER NON-VOTE
Arnold Levine, Ph.D.		26,723,192		5,118,916		8,760,485
Charles M. Baum, M.D., Ph.D.		13,258,337		18,583,771		8,760,485

Proposal 2. Non-Binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

On a non-binding advisory basis, the compensation paid to the Company’s named executive officers as described in its definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 25, 2025 (the “Proxy Statement”), was not approved by the Company’s stockholders. The final voting results are as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
11,646,401	20,170,398	25,309	8,760,485

Consistent with the recommendation of the Company’s Board of Directors and based on the Company’s stockholders’ approval at the Company’s 2022 annual meeting of stockholders, held on June 2, 2022, the Company conducts non-binding advisory votes on the compensation of its named executive officers every year. This policy will remain in effect until the next non-binding advisory stockholder vote on the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers, expected to be held at the Company’s 2028 annual meeting of stockholders.

Proposal 3. Ratification of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The final voting results are as follows:


FOR	AGAINST	ABSTAIN
39,963,653	638,940	0

For more information about the foregoing proposals, see the Proxy Statement as filed with the SEC.

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.


PMV PHARMACEUTICALS, INC.

By:		/s/ Michael Carulli
		Michael Carulli
		Chief Financial Officer

Date: June 9, 2025

SEC Form 8-K filed by PMV Pharmaceuticals Inc.