CRIS Curis Inc - 8-K

Item 3.03. Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 below is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 19, 2026, Curis, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders adopted and approved an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the number of authorized shares of the Company’s capital stock from 288,757,150 to 572,514,300 and the number of authorized shares of its common stock from 283,757,150 to 567,514,300 (the “Certificate of Amendment”). The additional shares of Common Stock authorized by the Certificate of Amendment has rights identical to the Company’s currently outstanding common stock. The Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on May 19, 2026, which was effective upon filing. The foregoing summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

In addition, on May 19, 2026, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware, which was effective upon filing, eliminating from the Company’s Certificate of Incorporation, the Certificate of Designation with respect to the Company’s Series A Convertible Exchangeable Preferred Stock (the “Series A Preferred Stock”) and the Certificate of Designation with respect to the Company’s Series B Convertible Non-Redeemable Preferred Stock (the “Series B Preferred Stock”). The shares of Series A Preferred Stock and Series B Preferred Stock have been returned to the status of authorized and unissued shares of preferred stock of the Company, without designation as to series. The foregoing summary of the Certificate of Elimination does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Elimination, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in the Company’s definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 21, 2026. The voting results are set forth below.

1. The following nominees were elected to the Board as Class III directors for terms of three years expiring at the Company’s 2029 annual meeting of stockholders:

Name

For

Withheld

Broker Non-Votes

Martyn D. Greenacre

20,415,639

307,351

2,886,388

Kenneth I. Kaitin, Ph.D.

20,520,545

202,445

2,886,388

2. A nonbinding advisory proposal on the compensation of the Company’s named executive officers was approved:

For

Against

Abstain

Broker Non-Votes

16,379,076

346,270

3,997,644

2,886,388

3. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified:

For

Against

Abstain

Broker Non-Votes

23,513,646

62,881

32,851

—

4. The amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock was adopted and approved:

For

Against

Abstain

Broker Non-Votes

21,649,122

1,768,174

192,082

—

5. The proposal to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event there are insufficient votes to approve Proposal 4 was approved:

For

Against

Abstain

Broker Non-Votes

22,767,275

774,603

67,500

—

Although Proposal 5 was approved, an adjournment of the Annual Meeting was not necessary because the Company’s stockholders approved Proposal 4.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number

Description

3.1

Certificate of Amendment to the Restated Certificate of Incorporation of Curis, Inc., as amended

3.2

Certificate of Elimination of the Company’s Series A Convertible Exchangeable Preferred Stock and Series B Convertible Non-Redeemable Preferred Stock

104

Cover Page Interactive Data File (embedded within the InLine XBRL document)