Prelude Therapeutics Inc false 0001678660 0001678660 2023-06-16 2023-06-16





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2023



Prelude Therapeutics Incorporated

(Exact name of Registrant as specified in its charter)




Delaware   001-39527   81-1384762

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

200 Powder Mill Road

Wilmington, Delaware, 19803

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (302) 467-1280

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




Name of each exchange

on which registered

Common Stock, $0.0001 par value per share   PRLD   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 16, 2023, Prelude Therapeutics Incorporated (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) and the following proposals were adopted:



Election of two Class III Directors, Krishna Vaddi, Ph.D., and Mardi C. Dier, each to serve a three-year term, which will expire at the 2026 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until such director’s earlier resignation or removal. The vote tally was as follows:




Shares For


Shares Withheld


Broker Non-Votes

Krishna Vaddi, Ph.D.

  26,922,891   888,456   986,106

Mardi C. Dier

  26,843,559   967,788   986,106



Ratification of appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023. The vote tally was as follows:


Shares For


Shares Against


Shares Abstaining

28,783,904   6,022   7,527



Approval of an amendment to the Company’s Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation.


Shares For


Shares Against


Shares Abstaining


Broker Non-Votes

22,708,279   97,553   5,515   986,106


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.


Date: June 21, 2023     By:  

/s/ Laurent Chardonnet

      Laurent Chardonnet
      Chief Financial Officer