CONSTELLATION PHARMACEUTICALS INC false 0001434418 0001434418 2021-06-02 2021-06-02












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 2, 2021



Constellation Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)




Delaware   001-38584   26-1741721

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


215 First Street, Suite 200

Cambridge, Massachusetts

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (617) 714-0555

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   CNST   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.

Constellation Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 2, 2021. The following is a summary of the matters voted on at that meeting.



The Company’s stockholders elected Scott N. Braunstein, Mark A. Goldsmith, and Jigar Raythatha as Class III directors, each to serve for a three-year term expiring at the 2024 Annual Meeting of Stockholders. The results of the stockholders’ votes with respect to the election of such Class III directors were as follows:


     Votes For      Votes Withheld      Broker Non-Votes  

Scott N. Braunstein

     25,260,234        17,780,668        1,679,062  

Mark A. Goldsmith

     27,987,099        15,053,803        1,679,062  

Jigar Raythatha

     36,231,475        6,809,426        1,679,062  



A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.


Votes For


Votes Against


Votes Abstaining


Broker Non-Votes


  1,731,674   764   1,679,062



The shareholders recommended, in a non-binding, advisory vote, that future advisory votes on the compensation of the Company’s named executive officers be held every year.


Every 1 Year


Every 2 Years


Every 3 Years




Broker Non-Votes


  9,482   1,963   1,116   1,679,062



The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The results of the stockholders’ vote with respect to such ratification were as follows:


Votes For


Votes Against


Votes Abstaining


Broker Non-Votes


  27,828   9,282   0


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 2, 2021     By:  

/s/ Emma Reeve

    Name:   Emma Reeve
    Title:   Chief Financial Officer