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- 38.4% Opposition to Say-on-pay (new) — Elevated shareholder dissatisfaction with executive compensation practices suggests the board should engage with investors and consider program adjustments.
Scholar Rock shareholders reject executive pay with 38.4% opposition; directors elected
Filed June 5, 2026 · Period ending June 4, 2026 · ~1 min read
Key Changes
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high
Say-on-pay vote passed with only 61.6% support (68.3M for, 42.5M against), reflecting significant shareholder dissatisfaction with executive compensation practices and warranting board attention.
Item 5.07 verify on EDGAR → -
medium
All four Class II directors elected to three-year terms, with support ranging from 78.2% (Michael Gilman, 86.8M for, 24.1M withheld) to 86.8% (Katie Peng, 96.3M for, 14.6M withheld).
Item 5.07 verify on EDGAR → -
low
Deloitte & Touche ratified as independent auditor with 99.0% support (113.4M for, 0.8M against), a routine outcome.
Item 5.07 verify on EDGAR →
Summary
Scholar Rock's annual meeting revealed significant shareholder concern about executive compensation, with 38.4% of votes cast opposing the say-on-pay proposal—well above typical opposition levels. While the advisory vote technically passed with 61.6% support, this level of dissent signals material dissatisfaction with how the company pays its leadership team.
The board should treat this as a mandate to engage with major shareholders and understand their specific concerns about the compensation program. All four director nominees were elected, though support varied. Dr. Michael Gilman received the lowest backing at 78.2%, with 24.1 million votes withheld, while Katie Peng led at 86.8%. The auditor ratification passed routinely with 99% support. For retail holders, the key takeaway is the pay vote: management and the board now face pressure to demonstrate they're listening to shareholder concerns about compensation practices.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Annual meeting results: directors elected, auditor ratified, but say-on-pay received only 61.6% support with 38.4% opposition.
Added in current filing · verify on EDGAR →
Votes For | Votes Against | Abstentions | 68,280,961 | 42,455,921 | 131,015
The advisory vote on executive compensation passed with only 61.6% support, while 38.4% of votes cast were against. This elevated opposition level is concerning and suggests significant shareholder dissatisfaction with the company's executive pay practices. The board should engage with shareholders to understand their concerns and consider adjustments to the compensation program.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify