Apogee Therapeutics, Inc. filed a Form 8-K on August 11, 2026, disclosing the results of a special stockholder meeting held the same day, at which shareholders voted to adopt the merger agreement with a subsidiary of AbbVie Inc., and reporting the anticipated resignations of all current board members upon consummation of the merger.

Key Highlights

  • Merger approved: 46,508,107 shares voted in favor of adopting the merger agreement, with 3,885 votes against and 14,261 abstentions.
  • Quorum: 46,526,253 shares, or approximately 74.87% of all outstanding shares, were present in person or by proxy at the special meeting.
  • Record date shares: As of July 10, 2026, there were 62,140,183 shares of voting common stock issued and outstanding.
  • Compensation proposal not approved: The advisory, non-binding executive compensation proposal received 19,323,605 votes for and 27,123,259 votes against; its failure is not a condition for closing the merger.
  • Full board to resign: All seven directors, including Michael Henderson, M.D., Mark C. McKenna, Lisa Bollinger, M.D., Jennifer Fox, William (BJ) Jones, Jr., Tomas Kiselak, and Nimish Shah, have indicated their intention to resign effective at the merger's effective time.
  • Merger structure: Andor Merger Co., a wholly owned subsidiary of Andor LLC (itself a wholly owned subsidiary of AbbVie), will merge with and into Apogee, with Apogee surviving as an indirect wholly owned subsidiary of AbbVie.

Apogee Therapeutics Special Meeting Results and Board Departures Ahead of AbbVie Acquisition

According to the filing, Apogee Therapeutics, Inc. (NASDAQ:APGE) held a virtual special meeting on August 11, 2026, to consider proposals related to its previously announced merger with a subsidiary of AbbVie Inc. The merger agreement was originally reported in a Form 8-K filed with the SEC on June 22, 2026. Under the agreement, Andor Merger Co. will merge with and into Apogee, leaving Apogee as an indirect wholly owned subsidiary of AbbVie.

The filing reports that the merger proposal received 46,508,107 votes in favor, representing the holders of a majority of outstanding voting common stock. The company disclosed that this approval, together with a written consent from all holders of Apogee's non-voting common stock, "satisfies one of the closing conditions under the Merger Agreement for the consummation of the Merger." The adjournment proposal was not voted upon, as the filing states sufficient votes to approve the merger proposal were already present.

Separately, all seven current Apogee directors have indicated their intention to resign effective as of the effective time of the merger, conditioned on consummation. The filing states that "these anticipated resignations are not a result of any disagreement between Apogee and the directors on any matter relating to Apogee's operations, policies or practices." The advisory executive compensation proposal, which was not approved by stockholders, is described in the filing as non-binding and not a condition for closing the merger.

What Was Disclosed

Apogee Therapeutics reported the results of its August 11, 2026 special stockholder meeting, confirming approval of the AbbVie merger agreement, the failure of the advisory compensation vote, and the anticipated resignations of all board members upon closing.