UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Item 5.07 — Submission of Matters to a Vote of Security Holders
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of eXoZymes Inc. (the “Company”) was held on July 25, 2025. At the Annual Meeting, the Company’s shareholders:
| ● | Elected six nominees to serve as directors until the 2026 annual meeting of shareholders and until their successors are duly elected and qualified; | |
| ● | Considered and voted on a non-binding advisory resolution to approve the compensation paid to our named executive officers for our 2026 fiscal year; | |
| ● | Considered and voted on a non-binding advisory determination of the frequency of future advisory votes on the compensation paid to our named executive officers; | |
| ● | Considered and voted to approve the 2025 Performance Equity Plan; and | |
| ● | Ratified the appointment of RBSM LLP, as our independent registered public accounting firm, for our fiscal year ending December 31, 2025. |
There were outstanding, as of the close of business on June 9, 2025, the record date for the Annual Meeting, 8,367,810 shares of Common Stock of the Company, each entitled to one vote per shares. There were present at the Annual Meeting, either in person or represented by proxy, 4,779,773 votes, representing 56.98% of the shares entitled to vote at the Annual Meeting.
On each of Proposals 1, 2, 3 and 4, there were 503,307 broker non-votes, and for Proposal 5 there were no broker non-votes.
The final number of votes cast for, against, withheld or abstaining with respect to each Proposal is set forth below.
| Proposal 1 | Shares For | Shares Withheld | ||||||
| Christopher A. Marlett | 4,253,811 | 22,655 | ||||||
| Anthony DiGiandomenico | 4,253,810 | 22,656 | ||||||
| James U. Bowie | 4,276,321 | 145 | ||||||
| James J. Lalonde | 4,276,309 | 157 | ||||||
| Lon E. Bell | 4,276,321 | 145 | ||||||
| Edgardo Rayo | 4,253,801 | 22,665 | ||||||
| Proposal 2 | Shares For | Shares Against | Shares Abstaining | |||||||||
| The non-binding advisory resolution to approve the compensation paid to our named executive officers for our 2026 fiscal year. | 4,272,987 | 1,801 | 1,678 | |||||||||
| Proposal 3 | Shares For One Year | Shares For Two Years | Shares For Three Years |
Shares Abstaining | ||||||||||||
| The non-binding advisory determination of the frequency of future advisory votes on the compensation paid to our named executive officers | 151,229 | 1,333 | 4,121,899 | 2,005 | ||||||||||||
| Proposal 4 | Shares For | Shares Against | Shares Abstaining | |||||||||
| Approval of the 2025 Performance Equity Plan. | 4,181,189 | 92,840 | 2,437 | |||||||||
| Proposal 5 | Shares For | Shares Against | Shares Abstaining | |||||||||
| Ratification of the appointment of RBSM LLP, as our independent registered public accounting firm, for our fiscal year ending December 31, 2025. | 4,779,589 | 109 | 75 | |||||||||
Based on the vote under Proposal 3, the Company will ask the shareholders every three years for an advisory vote on the compensation paid to the named executive officers.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 28, 2025 | EXOZYMES INC. | |
| By | /s/ Fouad Nawaz | |
| Fouad Nawaz | ||
| Chief Financial Officer | ||