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Compiled from SEC Form N-PX filings and COGENT BIOSCIENCES INC.’s Form 8-K, filed June 5, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of June 4, 2025: 5 items on COGENT BIOSCIENCES INC.’s Form 8-K, filed June 5, 2025: 2 elected · 3 without a stated outcome.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore COGENT BIOSCIENCES INC. in the interactive database Compare manager voting policies
These tallies are COGENT BIOSCIENCES INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 5, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Dr. Karen Ferrante | 68,418,781 | -- | -- | 22,231,564 | 10,575,051 | 75% | Elected | — |
| Elect Director: Matthew E. Ros | 77,274,345 | -- | -- | 13,376,000 | 10,575,051 | 85% | Elected | — |
| 2. Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm | 101,115,649 | 104,268 | 5,479 | -- | 0 | 99.8% | Not verified | — |
| 3. Advisory Vote on Executive Compensation | 89,797,699 | 808,715 | 43,931 | -- | 10,575,051 | 99.1% | Not verified | — |
| 4. Approval of an Amendment to the Certificate of Incorporation to Provide for Officer Exculpation | 86,181,373 | 4,422,462 | 46,510 | -- | 10,575,051 | 95% | Not verified | — |
Source: COGENT BIOSCIENCES INC., Form 8-K, filed with the SEC on June 5, 2025 — read the filing on EDGAR.
Each item below shows how the 173 asset managers that disclosed a COGENT BIOSCIENCES INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.
Combines 3 wordings of this item as funds reported it.
75% Majority: yes · of votes cast
Description as filed by funds: Election of the two Class I director nominees to serve until the 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified: Dr. Karen Ferrante
COGENT BIOSCIENCES INC.’s own tally for this item (“Elect Director: Dr. Karen Ferrante”): 68,418,781 for, 22,231,564 withheld, per its Form 8-K filed June 5, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “At the Annual Meeting, each of the Company's director nominees was elected and each of the other proposals voted on were approved.”
Support: 75% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 45 asset managers below reported 27,824,681 for, 3,382,149 withheld, 216,053 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 16,608,699 | 0 | 0 | 293 | For |
| Vanguard | 5,988,543 | 0 | 0 | 0 | For |
| BlackRock | 3,807,657 | 0 | 0 | 0 | For |
| State Street | 4,669 | 0 | 0 | 1,823,414 | Withhold |
| Charles Schwab | 832,063 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 0 | 0 | 0 | 481,629 | Withhold |
| Dimensional | 0 | 0 | 0 | 278,589 | Withhold |
| Equitable | 164,570 | 0 | 0 | 82,060 | Mixed |
| TIAA | 230,900 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 0 | 0 | 0 | 230,000 | Withhold |
| Exchange Place Advisors Trust | 0 | 0 | 167,348 | 0 | Abstain |
| Direxion Shares ETF Trust | 0 | 0 | 0 | 92,566 | Withhold |
| Tema ETF Trust | 72,370 | 0 | 0 | 0 | For |
| Lincoln Financial | 0 | 0 | 0 | 70,578 | Withhold |
| Global X | 0 | 0 | 0 | 53,448 | Withhold |
| ProShares | 0 | 0 | 0 | 53,088 | Withhold |
| Northern Trust | 0 | 0 | 0 | 52,044 | Withhold |
| AIG/SunAmerica | 0 | 0 | 0 | 46,875 | Withhold |
| John Hancock | 0 | 0 | 34,042 | 0 | Abstain |
| Pacific Life | 29,922 | 0 | 0 | 0 | For |
| Nationwide | 25,837 | 0 | 0 | 0 | For |
| Brighthouse | 0 | 0 | 0 | 25,323 | Withhold |
| T. Rowe Price | 21,774 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 19,600 | 0 | 0 | 0 | For |
| ETFis Series Trust I | 0 | 0 | 0 | 14,737 | Withhold |
Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.
Combines 3 wordings of this item as funds reported it.
85% Majority: yes · of votes cast
Description as filed by funds: Election of the two Class I director nominees to serve until the 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified: Matthew E. Ros
COGENT BIOSCIENCES INC.’s own tally for this item (“Elect Director: Matthew E. Ros”): 77,274,345 for, 13,376,000 withheld, per its Form 8-K filed June 5, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “At the Annual Meeting, each of the Company's director nominees was elected and each of the other proposals voted on were approved.”
Support: 85% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 45 asset managers below reported 30,487,797 for, 878,597 withheld, 56,489 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 16,608,699 | 0 | 0 | 293 | For |
| Vanguard | 5,988,543 | 0 | 0 | 0 | For |
| BlackRock | 3,807,657 | 0 | 0 | 0 | For |
| State Street | 1,825,802 | 0 | 0 | 2,281 | For |
| Charles Schwab | 832,063 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 481,629 | 0 | 0 | 0 | For |
| Dimensional | 0 | 0 | 0 | 278,589 | Withhold |
| Equitable | 164,570 | 0 | 0 | 82,060 | Mixed |
| TIAA | 230,900 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 0 | 0 | 0 | 230,000 | Withhold |
| Exchange Place Advisors Trust | 159,221 | 0 | 8,127 | 0 | For |
| Direxion Shares ETF Trust | 0 | 0 | 0 | 92,566 | Withhold |
| Tema ETF Trust | 72,370 | 0 | 0 | 0 | For |
| Lincoln Financial | 68,100 | 0 | 0 | 2,478 | For |
| Global X | 53,448 | 0 | 0 | 0 | For |
| ProShares | 0 | 0 | 0 | 53,088 | Withhold |
| Northern Trust | 52,044 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 0 | 0 | 0 | 46,875 | Withhold |
| John Hancock | 0 | 0 | 34,042 | 0 | Abstain |
| Pacific Life | 29,922 | 0 | 0 | 0 | For |
| Nationwide | 25,837 | 0 | 0 | 0 | For |
| Brighthouse | 0 | 0 | 0 | 25,323 | Withhold |
| T. Rowe Price | 21,774 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 19,600 | 0 | 0 | 0 | For |
| ETFis Series Trust I | 0 | 0 | 0 | 14,737 | Withhold |
Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.
95% Majority: yes · of votes cast
Description as filed by funds: APPROVAL OF AN AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION.
COGENT BIOSCIENCES INC.’s own tally for this item (“4. Approval of an Amendment to the Certificate of Incorporation to Provide for Officer Exculpation”): 86,181,373 for, 4,422,462 against, per its Form 8-K filed June 5, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 45 asset managers below reported 30,710,800 for, 712,083 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 16,608,992 | 0 | 0 | 0 | For |
| Vanguard | 5,988,543 | 0 | 0 | 0 | For |
| BlackRock | 3,807,657 | 0 | 0 | 0 | For |
| State Street | 1,827,401 | 682 | 0 | 0 | For |
| Charles Schwab | 832,063 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 0 | 481,629 | 0 | 0 | Against |
| Dimensional | 278,589 | 0 | 0 | 0 | For |
| Equitable | 246,630 | 0 | 0 | 0 | For |
| TIAA | 230,900 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 230,000 | 0 | 0 | 0 | For |
| Exchange Place Advisors Trust | 8,127 | 159,221 | 0 | 0 | Against |
| Direxion Shares ETF Trust | 92,566 | 0 | 0 | 0 | For |
| Tema ETF Trust | 72,370 | 0 | 0 | 0 | For |
| Lincoln Financial | 70,578 | 0 | 0 | 0 | For |
| Global X | 0 | 53,448 | 0 | 0 | Against |
| ProShares | 53,088 | 0 | 0 | 0 | For |
| Northern Trust | 52,044 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 46,875 | 0 | 0 | 0 | For |
| John Hancock | 34,042 | 0 | 0 | 0 | For |
| Pacific Life | 29,922 | 0 | 0 | 0 | For |
| Nationwide | 23,077 | 2,760 | 0 | 0 | Mixed |
| Brighthouse | 25,323 | 0 | 0 | 0 | For |
| T. Rowe Price | 21,774 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 19,600 | 0 | 0 | 0 | For |
| ETFis Series Trust I | 14,737 | 0 | 0 | 0 | For |
Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.
Combines 8 wordings of this item as funds reported it.
99.1% Majority: yes · of votes cast
Description as filed by funds: Approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers.
COGENT BIOSCIENCES INC.’s own tally for this item (“3. Advisory Vote on Executive Compensation”): 89,797,699 for, 808,715 against, per its Form 8-K filed June 5, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 16,608,992 | 0 | 0 | 0 | For |
| Vanguard | 5,988,543 | 0 | 0 | 0 | For |
| BlackRock | 3,807,657 | 0 | 0 | 0 | For |
| State Street | 1,827,562 | 521 | 0 | 0 | For |
| Charles Schwab | 832,063 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 481,629 | 0 | 0 | 0 | For |
| Dimensional | 278,589 | 0 | 0 | 0 | For |
| Equitable | 246,630 | 0 | 0 | 0 | For |
| TIAA | 230,900 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 230,000 | 0 | 0 | 0 | For |
| Exchange Place Advisors Trust | 167,348 | 0 | 0 | 0 | For |
| Direxion Shares ETF Trust | 92,566 | 0 | 0 | 0 | For |
| Tema ETF Trust | 72,370 | 0 | 0 | 0 | For |
| Lincoln Financial | 70,578 | 0 | 0 | 0 | For |
| Global X | 53,448 | 0 | 0 | 0 | For |
| ProShares | 53,088 | 0 | 0 | 0 | For |
| Northern Trust | 52,044 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 46,875 | 0 | 0 | 0 | For |
| John Hancock | 34,042 | 0 | 0 | 0 | For |
| Pacific Life | 29,922 | 0 | 0 | 0 | For |
| Nationwide | 25,837 | 0 | 0 | 0 | For |
| Brighthouse | 25,323 | 0 | 0 | 0 | For |
| T. Rowe Price | 21,774 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 19,600 | 0 | 0 | 0 | For |
| ETFis Series Trust I | 14,737 | 0 | 0 | 0 | For |
Fund voting reports, all 45 managers: 31,410,885 for, 11,998 against. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 16,801,728 | 0 | 0 | 0 | For |
| Paradigm Biocapital Advisors LP | 8,315,878 | 0 | 0 | 0 | For |
| Commodore Capital LP | 8,147,156 | 0 | 0 | 0 | For |
| TCG Crossover Management, LLC | 6,964,375 | 0 | 0 | 0 | For |
| Kynam Capital Management, LP | 0 | 0 | 0 | 6,690,128 | Withhold |
| Fairmount Funds Management LLC | 6,225,641 | 0 | 0 | 0 | For |
| VR Adviser, LLC | 5,684,411 | 0 | 0 | 0 | For |
| State Street | 3,497,655 | 745 | 0 | 0 | For |
| BlackRock | 3,391,868 | 20,812 | 0 | 0 | For |
| Octagon Capital Advisors LP | 2,763,000 | 0 | 0 | 0 | For |
| DEERFIELD MANAGEMENT COMPANY, L.P. | 2,640,214 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 2,405,646 | 0 | 0 | 0 | For |
| Redmile Group, LLC | 2,310,626 | 0 | 0 | 0 | For |
| Vestal Point Capital, LP | 1,943,931 | 0 | 0 | 0 | For |
| Frazier Life Sciences Management, L.P. | 1,737,601 | 0 | 0 | 0 | For |
| Woodline Partners LP | 1,646,801 | 0 | 0 | 0 | For |
| Nantahala Capital Management, LLC | 1,497,387 | 0 | 0 | 0 | For |
| Sofinnova Investments, Inc. | 1,431,770 | 0 | 0 | 0 | For |
| FRANKLIN ADVISERS INC | 1,326,382 | 0 | 0 | 0 | For |
| Vivo Capital, LLC | 1,122,471 | 0 | 0 | 0 | For |
| Charles Schwab | 834,771 | 0 | 0 | 0 | For |
| Northern Trust | 740,400 | 0 | 0 | 0 | For |
| Saturn V Capital Management LP | 665,306 | 0 | 0 | 0 | For |
| Point72 | 653,159 | 0 | 0 | 0 | For |
| Exome Asset Management LLC | 489,198 | 0 | 0 | 0 | For |
No total is shown for the institutional-manager reports: their sum exceeds the total votes cast at the meeting. Showing the 25 largest; see all in the interactive database.
Combines 2 wordings of this item as funds reported it.
99.8% Majority: yes · of votes cast
Description as filed by funds: Ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025.
COGENT BIOSCIENCES INC.’s own tally for this item (“2. Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm”): 101,115,649 for, 104,268 against, per its Form 8-K filed June 5, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 45 asset managers below reported 31,422,171 for, 712 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 16,608,992 | 0 | 0 | 0 | For |
| Vanguard | 5,988,543 | 0 | 0 | 0 | For |
| BlackRock | 3,807,657 | 0 | 0 | 0 | For |
| State Street | 1,827,993 | 90 | 0 | 0 | For |
| Charles Schwab | 832,063 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 481,629 | 0 | 0 | 0 | For |
| Dimensional | 278,589 | 0 | 0 | 0 | For |
| Equitable | 246,630 | 0 | 0 | 0 | For |
| TIAA | 230,900 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 230,000 | 0 | 0 | 0 | For |
| Exchange Place Advisors Trust | 167,348 | 0 | 0 | 0 | For |
| Direxion Shares ETF Trust | 92,566 | 0 | 0 | 0 | For |
| Tema ETF Trust | 72,370 | 0 | 0 | 0 | For |
| Lincoln Financial | 70,578 | 0 | 0 | 0 | For |
| Global X | 53,448 | 0 | 0 | 0 | For |
| ProShares | 53,088 | 0 | 0 | 0 | For |
| Northern Trust | 52,044 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 46,875 | 0 | 0 | 0 | For |
| John Hancock | 34,042 | 0 | 0 | 0 | For |
| Pacific Life | 29,922 | 0 | 0 | 0 | For |
| Nationwide | 25,837 | 0 | 0 | 0 | For |
| Brighthouse | 25,323 | 0 | 0 | 0 | For |
| T. Rowe Price | 21,774 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 19,600 | 0 | 0 | 0 | For |
| ETFis Series Trust I | 14,737 | 0 | 0 | 0 | For |
Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 113,856,454 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Fidelity | 14.59% |
| 2 | Vanguard | 5.26% |
| 3 | BlackRock | 3.34% |
| 4 | State Street | 1.61% |
| 5 | Charles Schwab | 0.73% |
| 6 | FRANKLIN STRATEGIC SERIES | 0.42% |
| 7 | Dimensional | 0.24% |
| 8 | Equitable | 0.22% |
| 9 | TIAA | 0.20% |
| 10 | Delaware/Macquarie | 0.20% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Fidelity | 14.76% |
| 2 | Paradigm Biocapital Advisors LP | 7.30% |
| 3 | Commodore Capital LP | 7.16% |
| 4 | TCG Crossover Management, LLC | 6.12% |
| 5 | Kynam Capital Management, LP | 5.88% |
| 6 | Fairmount Funds Management LLC | 5.47% |
| 7 | VR Adviser, LLC | 4.99% |
| 8 | State Street | 3.07% |
| 9 | BlackRock | 3.00% |
| 10 | Octagon Capital Advisors LP | 2.43% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| FMR (Fidelity) | 15.00% | 13F |
| Entities affiliated with FMR LLC | 14.55% | DEF14A |
| Fairmount Funds Management LLC | 13.49% | 13D |
| Entities affiliated with Fairmount Funds Management LLC | 10.39% | DEF14A |
| Entities affiliated with Commodore Capital LP | 9.22% | DEF14A |
| Entities affiliated with Point72 Asset Management, L.P. | 8.77% | DEF14A |
| Entities affiliated with Kynam Capital Management, LP | 8.12% | DEF14A |
| Deerfield Mgmt, L.P. | 7.94% | 13G |
| BlackRock | 7.18% | 13F |
| Entities affiliated with TCG Crossover Fund I, L.P. | 6.12% | DEF14A |
Percentages above are of 113,856,454 shares outstanding, as reported by COGENT BIOSCIENCES INC. on its Form 10-Q dated March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from COGENT BIOSCIENCES INC.’s 10-Q dated March 31, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At COGENT BIOSCIENCES INC.'s shareholder meeting held June 4, 2025, in the 2024-2025 proxy season, 173 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 935 separate fund positions. On the most widely held item on that ballot — Approval, on a non-binding, advisory basis, of the compensation of the Company's named… — FOR was 99.1% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: COGENT BIOSCIENCES INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 5, 2025.
COGENT BIOSCIENCES INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.