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Cogent Biosciences, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Cogent Biosciences, Inc.’s Form 8-K, filed 2026-06-11 (Item 5.07 on EDGAR). Page generated 04 October 2026.

6Reported items
328Asset managers
2,163Fund votes
2026-06-09Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore Cogent Biosciences, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Cogent Biosciences, Inc.

These tallies are Cogent Biosciences, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2026-06-11 (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.

Cogent Biosciences, Inc. — official shareholder meeting results, meeting held 2026-06-09
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: • Chris Cain, Ph.D.	124,356,809	--	--	18,837,092	11,240,612	Majority: yes
Elect Director: • Arlene Morris	120,180,517	--	--	23,013,384	11,240,612	Majority: yes
Elect Director: • Todd Shegog	124,143,441	--	--	19,050,460	11,240,612	Majority: yes
Proposal 2: Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm	154,001,553	399,367	33,593	--	0	Majority: yes
Proposal 3: Advisory Vote on Executive Compensation	129,183,846	13,977,449	32,606	--	11,240,612	Majority: yes

Source: Cogent Biosciences, Inc., Form 8-K, filed with the SEC on 2026-06-11 — read the filing on EDGAR.

How asset managers voted at the Cogent Biosciences, Inc. 2025-2026 meeting

Each item below shows how the 328 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. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Cogent Biosciences, Inc.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Combines 9 wordings of this item as funds reported it.

90% Majority: yes · of votes cast

FOR 90%10%

FOR: 129,183,846AGAINST: 13,977,449

Cogent Biosciences, Inc.’s own tally for this item (“Proposal 3: Advisory Vote on Executive Compensation”): 129,183,846 for, 13,977,449 against, per its Form 8-K filed 2026-06-11 (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. Of all 170,773,803 outstanding shares: 76% for, 8% against (84% of the company cast a for/against vote).

The 327 asset managers below cast 91% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the company's reported shares outstanding.

FOR 89%9%

FOR: 88.9%AGAINST: 9.1%ABSTAIN: 2.0%NOT VOTED: 0.0%

Largest asset managers voting on “Approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers.” at Cogent Biosciences, Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Fidelity	48,341,258	0	0	For
Vanguard	15,384,052	7,747	0	For
BlackRock	14,525,241	31,530	0	For
Janus Henderson	8,911,318	0	0	For
T. Rowe Price	5,828,991	0	0	For
Fairmount Funds Management LLC	5,503,418	0	0	For
State Street	53,176	5,340,426	0	Against
RTW INVESTMENTS, LP	4,560,901	0	0	For
DEERFIELD MANAGEMENT COMPANY, L.P.	4,094,659	0	0	For
Invesco	0	3,978,383	0	Against
Kynam Capital Management, LP	0	0	3,726,686	Abstain
GEODE CAPITAL MANAGEMENT, LLC	3,700,074	0	0	For
Commodore Capital LP	2,888,007	0	0	For
LORD, ABBETT & CO. LLC	2,850,643	0	0	For
Octagon Capital Advisors LP	2,605,000	0	0	For
Charles Schwab	2,491,201	0	0	For
Wellington	2,426,985	0	0	For
Lord Abbett	2,380,233	0	0	For
Venrock Adviser, LLC	2,000,000	0	0	For
PICTET ASSET MANAGEMENT SA	1,833,203	0	0	For
Woodline Partners LP	1,723,875	0	0	For
Siren, L.L.C.	1,709,279	0	0	For
Vestal Point Capital, LP	1,523,381	0	0	For
Candriam S.C.A.	0	1,514,977	0	Against
American Century	0	1,437,633	0	Against

Showing the 25 largest of 327 asset managers. See all 327 in the interactive database.

2. Ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.

AUDIT-RELATEDMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%

FOR: 154,001,553AGAINST: 399,367

Cogent Biosciences, Inc.’s own tally for this item (“Proposal 2: Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm”): 154,001,553 for, 399,367 against, per its Form 8-K filed 2026-06-11 (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. Of all 170,773,803 outstanding shares: 90% for, 0.3% against (90% of the company cast a for/against vote).

The 91 asset managers below cast 99.9% of the shares they voted on this item FOR (68,910,553 for, 105 against).

FOR 99.9%

FOR: 68,910,553 (100.0%)AGAINST: 105 (0.0%)ABSTAIN: 8,093 (0.0%)

Largest asset managers voting on “Ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public acc” at Cogent Biosciences, Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Fidelity	25,321,487	0	0	For
Vanguard	14,150,074	1	0	For
BlackRock	8,086,196	0	0	For
State Street	2,650,695	104	0	For
Lord Abbett	2,380,233	0	0	For
T. Rowe Price	2,297,063	0	0	For
Invesco	1,434,204	0	0	For
JANUS INVESTMENT FUND	1,408,254	0	0	For
Charles Schwab	1,244,096	0	0	For
TIAA	696,535	0	0	For
American Century	681,618	0	0	For
RBB FUND, INC.	640,981	0	0	For
MFS	528,727	0	0	For
ALGER FUNDS	483,031	0	0	For
Equitable	455,646	0	0	For
Jackson National	445,227	0	0	For
Principal	429,689	0	0	For
Brighthouse	381,850	0	8,093	For
ALGER FUNDS II	339,731	0	0	For
Voya	339,064	0	0	For
Hartford	324,610	0	0	For
Federated Hermes	264,464	0	0	For
Delaware/Macquarie	230,000	0	0	For
QUANTITATIVE MASTER SERIES LLC	228,817	0	0	For
AIG/SunAmerica	225,655	0	0	For

Showing the 25 largest of 91 asset managers. See all 91 in the interactive database.

3. 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

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 8 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%13%

FOR: 124,356,809WITHHELD: 18,837,092

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 2026-06-11 (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. Of all 170,773,803 outstanding shares: 73% for, 11% withheld (84% of the company cast a for/withheld vote).

The 90 asset managers below cast 100% of the shares they voted on this item FOR (64,043,249 for, 0 against).

FOR 93%7%

FOR: 64,043,249 (93.0%)ABSTAIN: 4,856,750 (7.0%)

Largest asset managers voting on “Election of the three Class II director nominees to serve until the 2029 Annual Meeting of Stockholders and un” at Cogent Biosciences, Inc., 2025-2026
Asset manager	For	Abstain	Vote
Fidelity	25,292,687	28,800	For
Vanguard	14,120,035	30,040	For
BlackRock	8,086,196	0	For
State Street	2,647,760	3,039	For
Lord Abbett	2,380,233	0	For
T. Rowe Price	2,297,063	0	For
Invesco	1,434,204	0	For
JANUS INVESTMENT FUND	1,408,254	0	For
Charles Schwab	1,244,096	0	For
TIAA	696,535	0	For
American Century	0	681,618	Abstain
RBB FUND, INC.	32,495	608,486	Abstain
MFS	0	528,727	Abstain
ALGER FUNDS	0	483,031	Abstain
Equitable	347,226	108,420	For
Jackson National	445,227	0	For
Principal	0	429,689	Abstain
Brighthouse	333,546	56,397	For
ALGER FUNDS II	0	339,731	Abstain
Voya	339,064	0	For
Hartford	324,610	0	For
Federated Hermes	264,464	0	For
Delaware/Macquarie	0	230,000	Abstain
QUANTITATIVE MASTER SERIES LLC	228,817	0	For
AIG/SunAmerica	0	225,655	Abstain

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

4. 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

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 8 wordings of this item as funds reported it.

84% Majority: yes · of votes cast

FOR 84%WITHHELD 16%

FOR: 120,180,517WITHHELD: 23,013,384

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 2026-06-11 (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. Of all 170,773,803 outstanding shares: 70% for, 13% withheld (84% of the company cast a for/withheld vote).

The 90 asset managers below cast 100% of the shares they voted on this item FOR (62,215,493 for, 0 against).

FOR 90%10%

FOR: 62,215,493 (90.3%)ABSTAIN: 6,684,506 (9.7%)

Largest asset managers voting on “Election of the three Class II director nominees to serve until the 2029 Annual Meeting of Stockholders and un” at Cogent Biosciences, Inc., 2025-2026
Asset manager	For	Abstain	Vote
Fidelity	25,292,687	28,800	For
Vanguard	14,112,292	37,783	For
BlackRock	8,086,196	0	For
State Street	2,647,760	3,039	For
Lord Abbett	2,380,233	0	For
T. Rowe Price	2,297,063	0	For
Invesco	1,434,204	0	For
JANUS INVESTMENT FUND	1,408,254	0	For
Charles Schwab	0	1,244,096	Abstain
TIAA	696,535	0	For
American Century	0	681,618	Abstain
RBB FUND, INC.	32,495	608,486	Abstain
MFS	0	528,727	Abstain
ALGER FUNDS	0	483,031	Abstain
Equitable	347,226	108,420	For
Jackson National	445,227	0	For
Principal	0	429,689	Abstain
Brighthouse	333,546	56,397	For
ALGER FUNDS II	0	339,731	Abstain
Voya	339,064	0	For
Hartford	324,610	0	For
Federated Hermes	0	264,464	Abstain
Delaware/Macquarie	0	230,000	Abstain
QUANTITATIVE MASTER SERIES LLC	228,817	0	For
AIG/SunAmerica	0	225,655	Abstain

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

5. 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

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 8 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%13%

FOR: 124,143,441WITHHELD: 19,050,460

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 2026-06-11 (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. Of all 170,773,803 outstanding shares: 73% for, 11% withheld (84% of the company cast a for/withheld vote).

The 90 asset managers below cast 100% of the shares they voted on this item FOR (64,035,514 for, 0 against).

FOR 93%7%

FOR: 64,035,514 (92.9%)ABSTAIN: 4,864,485 (7.1%)

Largest asset managers voting on “Election of the three Class II director nominees to serve until the 2029 Annual Meeting of Stockholders and un” at Cogent Biosciences, Inc., 2025-2026
Asset manager	For	Abstain	Vote
Fidelity	25,292,687	28,800	For
Vanguard	14,112,300	37,775	For
BlackRock	8,086,196	0	For
State Street	2,647,760	3,039	For
Lord Abbett	2,380,233	0	For
T. Rowe Price	2,297,063	0	For
Invesco	1,434,204	0	For
JANUS INVESTMENT FUND	1,408,254	0	For
Charles Schwab	1,244,096	0	For
TIAA	696,535	0	For
American Century	0	681,618	Abstain
RBB FUND, INC.	32,495	608,486	Abstain
MFS	0	528,727	Abstain
ALGER FUNDS	0	483,031	Abstain
Equitable	347,226	108,420	For
Jackson National	445,227	0	For
Principal	0	429,689	Abstain
Brighthouse	333,546	56,397	For
ALGER FUNDS II	0	339,731	Abstain
Voya	339,064	0	For
Hartford	324,610	0	For
Federated Hermes	264,464	0	For
Delaware/Macquarie	0	230,000	Abstain
QUANTITATIVE MASTER SERIES LLC	228,817	0	For
AIG/SunAmerica	0	225,655	Abstain

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

6. 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.

DIRECTOR ELECTIONS

All nominees (reported as one line). These filers reported the election of directors as a single line covering every nominee. It is not attributed to any one director, and no share total is shown for it.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR.

FOR: 100.0%

Largest asset managers voting on “Election of the three Class II director nominees to serve until the 2029 Annual Meeting of Stockholders and un” at Cogent Biosciences, Inc., 2025-2026
Asset manager	For	Against	Abstain	Withheld	Vote
Advisors' Inner Circle Fund III	18,591	0	0	0	For
Meeder Funds	161	0	0	0	For

Largest Cogent Biosciences, Inc. shareholders voting in 2025-2026

Ranked by the number of Cogent Biosciences, Inc. shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 170,773,803 shares outstanding at the time of that meeting.

Top Cogent Biosciences, Inc. shareholders by shares voted, 2025-2026
#	Asset manager	% of shares outstanding
1	Fidelity	28.31%
2	Vanguard	9.01%
3	BlackRock	8.52%
4	Janus Henderson	5.22%
5	T. Rowe Price	3.41%
6	Fairmount Funds Management LLC	3.22%
7	State Street	3.16%
8	RTW INVESTMENTS, LP	2.67%
9	DEERFIELD MANAGEMENT COMPANY, L.P.	2.40%
10	Invesco	2.33%

Reported Cogent Biosciences, Inc. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

Cogent Biosciences, Inc. beneficial owners on record for the 2025-2026 proxy season
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 2026-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, 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 2026-03-31. This page is a static snapshot rebuilt weekly on 04 October 2026; a live search always shows the current data.

At Cogent Biosciences, Inc.'s shareholder meeting held 2026-06-09, in the 2025-2026 proxy season, 328 asset managers reported how they voted in their SEC Form N-PX filings, covering 2,163 separate fund positions. Their filings are grouped here into 6 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. 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 2026-06-11.

Cogent Biosciences, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).