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Compiled from SEC Form N-PX filings and Cogent Biosciences, Inc.’s Form 8-K, filed June 11, 2026 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of June 9, 2026: 5 items on Cogent Biosciences, Inc.’s Form 8-K, filed June 11, 2026: 3 elected · 2 without a stated outcome.
None.
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 11, 2026 (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: Chris Cain, Ph.D. | 124,356,809 | -- | -- | 18,837,092 | 11,240,612 | 87% | Elected | — |
| Elect Director: Arlene Morris | 120,180,517 | -- | -- | 23,013,384 | 11,240,612 | 84% | Elected | — |
| Elect Director: Todd Shegog | 124,143,441 | -- | -- | 19,050,460 | 11,240,612 | 87% | Elected | — |
| 2. Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm | 154,001,553 | 399,367 | 33,593 | -- | 0 | 99.7% | Not verified | — |
| 3. Advisory Vote on Executive Compensation | 129,183,846 | 13,977,449 | 32,606 | -- | 11,240,612 | 90% | Not verified | — |
Source: Cogent Biosciences, Inc., Form 8-K, filed with the SEC on June 11, 2026 — read the filing on EDGAR.
Each item below shows how the 327 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 8 wordings of this item as funds reported it.
87% Majority: yes · of votes cast
Description as filed by funds: Election of the three Class II director nominees to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified: Dr. Chris Cain
Cogent Biosciences, Inc.’s own tally for this item (“Elect Director: Chris Cain, Ph.D.”): 124,356,809 for, 18,837,092 withheld, per its Form 8-K filed June 11, 2026 (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: 87% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 90 asset managers below reported 64,061,840 for, 4,628,759 withheld, 227,991 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 25,292,687 | 0 | 0 | 28,800 | For |
| Vanguard | 14,120,035 | 0 | 40 | 30,000 | For |
| BlackRock | 8,086,196 | 0 | 0 | 0 | For |
| State Street | 2,647,760 | 0 | 0 | 3,039 | For |
| Lord Abbett | 2,380,233 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,297,063 | 0 | 0 | 0 | For |
| Invesco | 1,434,204 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 1,408,254 | 0 | 0 | 0 | For |
| Charles Schwab | 1,244,096 | 0 | 0 | 0 | For |
| TIAA | 696,535 | 0 | 0 | 0 | For |
| American Century | 0 | 0 | 0 | 681,618 | Withhold |
| RBB FUND, INC. | 32,495 | 0 | 0 | 608,486 | Mixed |
| MFS | 0 | 0 | 0 | 528,727 | Withhold |
| ALGER FUNDS | 0 | 0 | 0 | 483,031 | Withhold |
| Equitable | 347,226 | 0 | 0 | 108,420 | Mixed |
| Jackson National | 445,227 | 0 | 0 | 0 | For |
| Principal | 0 | 0 | 0 | 429,689 | Withhold |
| Brighthouse | 333,546 | 0 | 0 | 56,397 | Mixed |
| ALGER FUNDS II | 0 | 0 | 0 | 339,731 | Withhold |
| Voya | 339,064 | 0 | 0 | 0 | For |
| Hartford | 324,610 | 0 | 0 | 0 | For |
| Federated Hermes | 264,464 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 0 | 0 | 0 | 230,000 | Withhold |
| QUANTITATIVE MASTER SERIES LLC | 228,817 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 0 | 0 | 0 | 225,655 | Withhold |
Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.
Combines 8 wordings of this item as funds reported it.
84% Majority: yes · of votes cast
Description as filed by funds: Election of the three Class II director nominees to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified: Arlene M. Morris
Cogent Biosciences, Inc.’s own tally for this item (“Elect Director: Arlene Morris”): 120,180,517 for, 23,013,384 withheld, per its Form 8-K filed June 11, 2026 (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: 84% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 90 asset managers below reported 62,215,493 for, 6,474,561 withheld, 228,536 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 25,292,687 | 0 | 0 | 28,800 | For |
| Vanguard | 14,112,292 | 0 | 49 | 37,734 | For |
| BlackRock | 8,086,196 | 0 | 0 | 0 | For |
| State Street | 2,647,760 | 0 | 0 | 3,039 | For |
| Lord Abbett | 2,380,233 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,297,063 | 0 | 0 | 0 | For |
| Invesco | 1,434,204 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 1,408,254 | 0 | 0 | 0 | For |
| Charles Schwab | 0 | 0 | 0 | 1,244,096 | Withhold |
| TIAA | 696,535 | 0 | 0 | 0 | For |
| American Century | 0 | 0 | 0 | 681,618 | Withhold |
| RBB FUND, INC. | 32,495 | 0 | 0 | 608,486 | Mixed |
| MFS | 0 | 0 | 0 | 528,727 | Withhold |
| ALGER FUNDS | 0 | 0 | 0 | 483,031 | Withhold |
| Equitable | 347,226 | 0 | 0 | 108,420 | Mixed |
| Jackson National | 445,227 | 0 | 0 | 0 | For |
| Principal | 0 | 0 | 0 | 429,689 | Withhold |
| Brighthouse | 333,546 | 0 | 0 | 56,397 | Mixed |
| ALGER FUNDS II | 0 | 0 | 0 | 339,731 | Withhold |
| Voya | 339,064 | 0 | 0 | 0 | For |
| Hartford | 324,610 | 0 | 0 | 0 | For |
| Federated Hermes | 0 | 0 | 0 | 264,464 | Withhold |
| Delaware/Macquarie | 0 | 0 | 0 | 230,000 | Withhold |
| QUANTITATIVE MASTER SERIES LLC | 228,817 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 0 | 0 | 0 | 225,655 | Withhold |
Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.
Combines 8 wordings of this item as funds reported it.
87% Majority: yes · of votes cast
Description as filed by funds: Election of the three Class II director nominees to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified: Todd Shegog
Cogent Biosciences, Inc.’s own tally for this item (“Elect Director: Todd Shegog”): 124,143,441 for, 19,050,460 withheld, per its Form 8-K filed June 11, 2026 (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: 87% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 90 asset managers below reported 64,054,105 for, 4,636,493 withheld, 227,992 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 25,292,687 | 0 | 0 | 28,800 | For |
| Vanguard | 14,112,300 | 0 | 41 | 37,734 | For |
| BlackRock | 8,086,196 | 0 | 0 | 0 | For |
| State Street | 2,647,760 | 0 | 0 | 3,039 | For |
| Lord Abbett | 2,380,233 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,297,063 | 0 | 0 | 0 | For |
| Invesco | 1,434,204 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 1,408,254 | 0 | 0 | 0 | For |
| Charles Schwab | 1,244,096 | 0 | 0 | 0 | For |
| TIAA | 696,535 | 0 | 0 | 0 | For |
| American Century | 0 | 0 | 0 | 681,618 | Withhold |
| RBB FUND, INC. | 32,495 | 0 | 0 | 608,486 | Mixed |
| MFS | 0 | 0 | 0 | 528,727 | Withhold |
| ALGER FUNDS | 0 | 0 | 0 | 483,031 | Withhold |
| Equitable | 347,226 | 0 | 0 | 108,420 | Mixed |
| Jackson National | 445,227 | 0 | 0 | 0 | For |
| Principal | 0 | 0 | 0 | 429,689 | Withhold |
| Brighthouse | 333,546 | 0 | 0 | 56,397 | Mixed |
| ALGER FUNDS II | 0 | 0 | 0 | 339,731 | Withhold |
| Voya | 339,064 | 0 | 0 | 0 | For |
| Hartford | 324,610 | 0 | 0 | 0 | For |
| Federated Hermes | 264,464 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 0 | 0 | 0 | 230,000 | Withhold |
| QUANTITATIVE MASTER SERIES LLC | 228,817 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 0 | 0 | 0 | 225,655 | Withhold |
Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.
Combines 9 wordings of this item as funds reported it.
90% 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”): 129,183,846 for, 13,977,449 against, per its Form 8-K filed June 11, 2026 (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: 90% 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 | 25,321,487 | 0 | 0 | 0 | For |
| Vanguard | 14,142,328 | 7,747 | 0 | 0 | For |
| BlackRock | 8,086,196 | 0 | 0 | 0 | For |
| State Street | 7,429 | 2,643,370 | 0 | 0 | Against |
| Lord Abbett | 2,380,233 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,297,063 | 0 | 0 | 0 | For |
| Invesco | 0 | 1,434,204 | 0 | 0 | Against |
| JANUS INVESTMENT FUND | 1,408,254 | 0 | 0 | 0 | For |
| Charles Schwab | 1,244,096 | 0 | 0 | 0 | For |
| TIAA | 696,535 | 0 | 0 | 0 | For |
| American Century | 0 | 681,618 | 0 | 0 | Against |
| RBB FUND, INC. | 640,981 | 0 | 0 | 0 | For |
| MFS | 528,727 | 0 | 0 | 0 | For |
| ALGER FUNDS | 0 | 483,031 | 0 | 0 | Against |
| Equitable | 455,646 | 0 | 0 | 0 | For |
| Jackson National | 0 | 445,227 | 0 | 0 | Against |
| Principal | 429,689 | 0 | 0 | 0 | For |
| Brighthouse | 157,247 | 224,603 | 8,093 | 0 | Mixed |
| ALGER FUNDS II | 0 | 339,731 | 0 | 0 | Against |
| Voya | 339,064 | 0 | 0 | 0 | For |
| Hartford | 324,610 | 0 | 0 | 0 | For |
| Federated Hermes | 264,464 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 230,000 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 228,817 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 225,655 | 0 | 0 | 0 | For |
Fund voting reports, all 90 managers: 62,203,014 for, 6,707,491 against, 8,093 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 23,019,771 | 0 | 0 | 0 | For |
| Janus Henderson | 8,911,318 | 0 | 0 | 0 | For |
| BlackRock | 6,439,045 | 31,530 | 0 | 0 | For |
| Fairmount Funds Management LLC | 5,503,418 | 0 | 0 | 0 | For |
| State Street | 53,176 | 5,441,272 | 0 | 0 | Against |
| RTW INVESTMENTS, LP | 4,560,901 | 0 | 0 | 0 | For |
| DEERFIELD MANAGEMENT COMPANY, L.P. | 4,094,659 | 0 | 0 | 0 | For |
| Kynam Capital Management, LP | 0 | 0 | 0 | 3,726,686 | Withhold |
| GEODE CAPITAL MANAGEMENT, LLC | 3,700,074 | 0 | 0 | 0 | For |
| T. Rowe Price | 3,531,928 | 0 | 0 | 0 | For |
| Commodore Capital LP | 2,888,007 | 0 | 0 | 0 | For |
| LORD, ABBETT & CO. LLC | 2,850,643 | 0 | 0 | 0 | For |
| Octagon Capital Advisors LP | 2,605,000 | 0 | 0 | 0 | For |
| Invesco | 0 | 2,544,179 | 0 | 0 | Against |
| Wellington | 2,426,985 | 0 | 0 | 0 | For |
| Venrock Adviser, LLC | 2,000,000 | 0 | 0 | 0 | For |
| PICTET ASSET MANAGEMENT SA | 1,833,203 | 0 | 0 | 0 | For |
| Woodline Partners LP | 1,723,875 | 0 | 0 | 0 | For |
| Siren, L.L.C. | 1,709,279 | 0 | 0 | 0 | For |
| Vestal Point Capital, LP | 1,523,381 | 0 | 0 | 0 | For |
| Candriam S.C.A. | 0 | 1,514,977 | 0 | 0 | Against |
| Charles Schwab | 1,247,105 | 0 | 0 | 0 | For |
| Vanguard | 1,241,724 | 0 | 0 | 0 | For |
| FRED ALGER MANAGEMENT, LLC | 43,958 | 1,160,698 | 0 | 0 | Against |
| Deep Track Capital, LP | 1,200,000 | 0 | 0 | 0 | For |
Institutional-manager reports, all 258 managers: 103,980,282 for, 13,027,295 against, 3,726,686 withheld, 51,106 abstained, 308 not voted. Showing the 25 largest; see all in the interactive database.
Combines 3 wordings of this item as funds reported it.
99.7% 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, 2026.
Cogent Biosciences, Inc.’s own tally for this item (“2. Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm”): 154,001,553 for, 399,367 against, per its Form 8-K filed June 11, 2026 (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: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 91 asset managers below reported 68,910,553 for, 105 against, 8,093 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 25,321,487 | 0 | 0 | 0 | For |
| Vanguard | 14,150,074 | 1 | 0 | 0 | For |
| BlackRock | 8,086,196 | 0 | 0 | 0 | For |
| State Street | 2,650,695 | 104 | 0 | 0 | For |
| Lord Abbett | 2,380,233 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,297,063 | 0 | 0 | 0 | For |
| Invesco | 1,434,204 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 1,408,254 | 0 | 0 | 0 | For |
| Charles Schwab | 1,244,096 | 0 | 0 | 0 | For |
| TIAA | 696,535 | 0 | 0 | 0 | For |
| American Century | 681,618 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 640,981 | 0 | 0 | 0 | For |
| MFS | 528,727 | 0 | 0 | 0 | For |
| ALGER FUNDS | 483,031 | 0 | 0 | 0 | For |
| Equitable | 455,646 | 0 | 0 | 0 | For |
| Jackson National | 445,227 | 0 | 0 | 0 | For |
| Principal | 429,689 | 0 | 0 | 0 | For |
| Brighthouse | 381,850 | 0 | 8,093 | 0 | For |
| ALGER FUNDS II | 339,731 | 0 | 0 | 0 | For |
| Voya | 339,064 | 0 | 0 | 0 | For |
| Hartford | 324,610 | 0 | 0 | 0 | For |
| Federated Hermes | 264,464 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 230,000 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 228,817 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 225,655 | 0 | 0 | 0 | For |
Showing the 25 largest of 91 asset managers. See all 91 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 170,773,803 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Fidelity | 14.83% |
| 2 | Vanguard | 8.29% |
| 3 | BlackRock | 4.74% |
| 4 | State Street | 1.55% |
| 5 | Lord Abbett | 1.39% |
| 6 | T. Rowe Price | 1.35% |
| 7 | Invesco | 0.84% |
| 8 | JANUS INVESTMENT FUND | 0.82% |
| 9 | Charles Schwab | 0.73% |
| 10 | TIAA | 0.41% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Fidelity | 13.48% |
| 2 | Janus Henderson | 5.22% |
| 3 | BlackRock | 3.79% |
| 4 | Fairmount Funds Management LLC | 3.22% |
| 5 | State Street | 3.22% |
| 6 | RTW INVESTMENTS, LP | 2.67% |
| 7 | DEERFIELD MANAGEMENT COMPANY, L.P. | 2.40% |
| 8 | Kynam Capital Management, LP | 2.18% |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.17% |
| 10 | T. Rowe Price | 2.07% |
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) | 13.54% | 13F |
| Entities affiliated with FMR LLC | 9.70% | DEF14A |
| BlackRock | 9.40% | 13F |
| Entities affiliated with Fairmount Funds Management LLC | 8.99% | DEF14A |
| Fairmount Funds Management LLC | 8.99% | 13D |
| Vanguard Group | 6.74% | 13F |
| Entities affiliated with BlackRock, Inc. | 6.66% | DEF14A |
| Entities affiliated with Deerfield Mgmt, L.P. | 5.30% | DEF14A |
| State Street | 3.32% | 13F |
| Andrew Robbins | 3.04% | DEF14A |
Percentages above are of 170,773,803 shares outstanding, as reported by Cogent Biosciences, Inc. on its Form 10-Q dated March 31, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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, 2026. 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 9, 2026, in the 2025-2026 proxy season, 327 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 2,172 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 90% 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 11, 2026.
Cogent Biosciences, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.