Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 9, 2023, Theseus Pharmaceuticals, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on three proposals, each of which is described in more detail in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 26, 2023 (the "Definitive Proxy").

Only stockholders of record as of the close of business on April 13, 2023, the record date for the Annual Meeting (the "Record Date"), were entitled to vote at the Annual Meeting. As of the Record Date, 43,576,534 shares of the Company's common stock ("Common Stock") were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, a total of 39,879,553 shares of the Company's Common Stock were present electronically or represented by proxy, representing approximately 91.51% of the Company's outstanding Common Stock as of the Record Date.

The tabulation of the stockholder votes for each proposal considered and voted upon at the Annual Meeting, all of which were described in the Company's Definitive Proxy is as follows:



Proposal 1: Election of two Class II Directors to serve until the 2026 Annual
Meeting of Stockholders or until their respective successors have been elected
or appointed.

Director               For           Withheld        Broker Non-Votes
Carl Gordon         31,681,422       5,172,105          3,026,026
Michael Rome        34,994,681       1,858,846          3,026,026

Proposal 2: Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023.



     For            Against       Abstentions        Broker Non-Votes
  39,772,532        107,021            0                    0

Proposal 3: Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to the Delaware General Corporation Law.



     For            Against       Abstentions        Broker Non-Votes
  36,316,766        536,208           553               3,026,026

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses