Submission of Matters to a Vote of Security

On June 10, 2022, Theseus Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 25, 2022 (the “Definitive Proxy”).

Only stockholders of record as of the close of business on April 14, 2022, the record date for the Annual Meeting (the “Record Date”), were entitled to vote at the Annual Meeting. As of the Record Date, 38,702,650 shares of the Company’s common stock (“Common Stock”) were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, a total of 34,382,215 shares of the Company’s Common Stock were present electronically or represented by proxy, representing approximately 88.83% of the Company’s outstanding Common Stock as of the Record Date.

The  tabulation of the stockholder votes for each proposal considered and voted upon at the Annual Meeting, all of which were described in the Company’s Definitive Proxy is as follows:

Proposal 1:

Election of two Class I Directors to serve until the 2025 Annual Meeting of Stockholders or until their respective successors have been elected or appointed.

Director

 

For

 

 

Withheld

 

 

Broker

Non-Votes

 

Iain D. Dukes

 

 

24,959,311

8,579,254

843,650

 

Kathy Yi

 

 

31,868,704

1,669,861

843,650

 

Proposal 2:

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

For

 

 

Against

 

 

Abstentions

 

34,380,479

1,731

5


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.

Theseus Pharmaceuticals, Inc.

By:

/s/ Bradford D. Dahms

Name:

Bradford D. Dahms

Title:

Chief Financial Officer

Date: June 13, 2022





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