Foghorn Therapeutics Inc.
For the period ended Jun 24, 2026. Filed Apr 30, 2026.
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Jun 24, 2026 · Filed Apr 30, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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FOGHORN THERAPEUTICS INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Foghorn Therapeutics Inc. (the “Company” or “Foghorn”) will be held on June 24, 2026, at 9 a.m. Eastern Time. The Annual Meeting will be a virtual-only meeting. In order to attend the Annual Meeting, you must register atwww.proxydocs.com/FHTX. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you to access, and to vote and submit questions during, the Annual Meeting. Details regarding how to attend and vote at the Annual Meeting are more fully described in the Important Notice Regarding the Availability of Proxy Materials, your proxy card and our proxy statement.
The Annual Meeting will be held for the purpose of considering and voting on the following Company-sponsored proposals:
| 1. | To elect Douglas Cole, M.D., Balkrishan (Simba) Gill, Ph.D., and B. Lynne Parshall as Class III directors, each for a three-year term. |
| 2. | To ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026. |
| 3. | To approve, on an advisory basis, the compensation of Foghorn’s named executive officers. |
| 4. | To approve, on an advisory basis, the frequency of future advisory votes on the compensation of Foghorn’s named executive officers. |
We will also consider and act upon any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof.
These proposals are more fully described in the proxy statement accompanying this notice. This notice, our proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025 can be accessed at the following website: www.proxydocs.com/FHTX.
April 27, 2026 has been fixed as the record date for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting or any adjournments thereof.
Your vote is important. Whether or not you expect to attend the virtual-only Annual Meeting, we urge you to vote your shares by following the instructions in the Important Notice Regarding the Availability of Proxy Materials that you previously received and submit your proxy by the Internet or telephone or by signing, dating and returning your proxy card in order to ensure that your vote is recorded. If you choose to attend the virtual-only Annual Meeting, you may still vote your shares during the Annual Meeting, even if you have previously voted or returned your proxy by any of the methods described in our proxy statement. If your shares are held in a bank or brokerage account, please refer to the materials provided by your bank or broker for voting instructions.
All stockholders are extended a cordial invitation to attend the virtual-only Annual Meeting. Thank you for your ongoing support of and interest in Foghorn Therapeutics Inc.
By Order of the Board of Directors
Adrian Gottschalk
Chief Executive Officer
April 30, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.