Tourmaline Bio Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$TRML
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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 4, 2025
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(Exact name of registrant as specified in its charter)
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
On June 4, 2025, Tourmaline Bio, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). A total of 25,684,479 shares of common stock were entitled to vote as of April 15, 2025, the record date for the Annual Meeting. There were 20,804,265 shares of common stock present virtually or represented by proxy at the Annual Meeting, constituting a quorum to conduct business.
The following proposals were voted upon at the Annual Meeting:
| Proposal No. 1 | Election of Dr. Caley Castelein and Aaron Kantoff as Class I directors to the Company’s board of directors, each to serve until the 2028 annual meeting of stockholders; and | |||||||
| Proposal No. 2 | Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. | |||||||
On June 4, 2025, Mediant Communications, Inc., the independent inspector of election for the Annual Meeting, delivered its final report as to the voting results for each of these proposals. The following are the final voting results for each of the items voted on at the Annual Meeting:
Proposal 1. Election of Class I Directors.
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Dr. Caley Castelein | 14,926,508 | 2,653,512 | 3,224,245 | |||||||||||||||||
| Aaron Kantoff | 16,496,989 | 1,083,031 | 3,224,245 | |||||||||||||||||
Based on the votes set forth above, the stockholders of the Company elected Dr. Caley Castelein and Aaron Kantoff as Class I directors to the Company’s board of directors, each to serve until the 2028 annual meeting of stockholders.
Proposal No. 2. Ratification of Selection of Deloitte & Touche LLP.
| Votes For | Votes Against | Abstentions | ||||||||||||
| 20,799,312 | 3,257 | 1,696 | ||||||||||||
Based on the votes set forth above, the stockholders of the Company ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm to serve for the year ending December 31, 2025.
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.
| TOURMALINE BIO, INC. | ||||||||
| Date: June 6, 2025 | By: | /s/ Brad Middlekauff | ||||||
Name: | Brad Middlekauff | |||||||
Title: | Corporate Secretary | |||||||