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





On February 3, 2021, FS Development Corp., a Delaware corporation ("FS
Development" or the "Company"), held a special meeting of stockholders (the
"Special Meeting"). At the Special Meeting, a total of 11,780,701 (75.8%) of FS
Development's issued and outstanding shares of common stock held of record as
of January 15, 2021, the record date for the Special Meeting, were present
either in person or by proxy, which constituted a quorum. FS Development's
stockholders voted on the following proposals at the Special Meeting, each of
which was approved. The final vote tabulation for each proposal is set forth
below.



    1.  The Business Combination Proposal. To (a) adopt and approve the Merger
        Agreement, dated as of October 15, 2020 (the "Merger Agreement"), among FS
        Development, FSG Merger Sub, Inc., a Delaware corporation and a
        wholly-owned subsidiary of FS Development ("Merger Sub"), Gemini
        Therapeutics, Inc., a Delaware corporation ("Gemini"), and Shareholder
        Representative Services LLC pursuant to which Merger Sub will merge with
        and into Gemini, with Gemini surviving the merger as a
        wholly-owned subsidiary of FS Development (the "Combined Entity") and (b)
        approve such merger and the other transactions contemplated by the Merger
        Agreement (the "Business Combination"). In connection with the Business
        Combination, FS Development will be renamed "Gemini Therapeutics, Inc."
        Subject to the terms and conditions set forth in the Merger Agreement, at
        the effective time of the Business Combination (the "Effective Time"):




     (i)  all shares of Gemini's Series B Preferred Stock, Series A Preferred
          Stock and Common Stock (collectively, "Gemini Stock") issued and
          outstanding immediately prior to the Effective Time, whether vested or
          unvested, will be converted into the right to receive the Merger
          Consideration (as defined below), with each stockholder of Gemini Stock
          being entitled to receiving its Pro Rata Portion (as defined below) of
          the Merger Consideration; and




     (ii) each option exercisable for Gemini Stock that is outstanding immediately
          prior to the Effective Time shall be assumed and continue in full force
          and effect on the same terms and conditions as are currently applicable
          to such options, subject to adjustments to exercise price and number of
          shares of FS Development Class A Common Stock issued upon exercise:




 Votes For        Votes Against       Abstentions
  10,861,619          912,082             7,000










    2.  The Nasdaq Stock Issuance Proposal. To approve, assuming the Business
        Combination Proposal is approved and adopted, for purposes of complying
        with the applicable provisions of Nasdaq Stock Exchange Listing Rule 5635
        (each, a "Nasdaq Listing Rule"), (a) the issuance of up to 21,500,000
        newly issued shares of FS Development Class A Common Stock, par value
        $0.0001 per share, in the Business Combination, which amount will be
        determined as described in more detail in the proxy statement/prospectus
        filed with the Securities and Exchange Commission under the heading titled
        "The Business Combination Proposal - Acquisition of Gemini; Merger
        Consideration" and (b) the issuance and sale of 9,506,000 newly issued
        shares of FS Development Class A Common Stock in a private placement
        concurrent with the Business Combination (the "PIPE Investment"), to the
        extent such issuances would require a stockholder vote under the
        applicable Nasdaq Listing Rule:




 Votes For        Votes Against       Abstentions
  10,859,417          913,699             7,585




    3.  The Charter Amendment Proposal. to approve, assuming the Business
        Combination Proposal is approved and adopted, a proposed second amended
        and restated certificate of incorporation (the "Proposed Charter"), which
        will amend and restate the Current Charter, dated August 11, 2020 (the
        "Current Charter"), and which Proposed Charter will be in effect upon the
        closing of the Business Combination (the "Closing"):




 Votes For        Votes Against       Abstentions
  10,861,334          912,082             7,285

The Advisory Charter Proposals. To approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the Securities and Exchange Commission as five separate sub-proposals:





    4.  Advisory Charter Proposal A - To increase the authorized shares of FS
        Development Class A Common Stock to 250,000,000 shares:




 Votes For        Votes Against       Abstentions
  10,855,869          917,157             7,675




    5.  Advisory Charter Proposal B - To increase the authorized shares of "blank
        check" preferred stock that the Combined Entity's board of directors could
        issue to discourage a takeover attempt to 10,000,000 shares:




 Votes For       Votes Against       Abstentions
  9,513,721         2,254,205            12,775










    6.  Advisory Charter Proposal C - To provide that certain amendments to
        provisions of the Proposed Charter will require the approval of at least
        662/3% of the Combined Entity's then-outstanding shares of capital stock
        entitled to vote on such amendment:




 Votes For       Votes Against       Abstentions
  9,522,733         2,250,543            7,425




    7.  Advisory Charter Proposal D - To make the Combined Entity's corporate
        existence perpetual as opposed to FS Development's corporate existence,
        which is required to be dissolved and liquidated 24 months following the
        closing of its initial public offering and to remove from the Proposed
        Charter the various provisions applicable only to specified purpose
        acquisition corporations contained in the Current Charter:




 Votes For        Votes Against       Abstentions
  10,860,834          912,582             7,285




    8.  Advisory Charter Proposal E - To provide that any amendment to the Amended
        By-laws will require the approval of at least 662/3% of the Combined
        Entity's then-outstanding shares of capital stock entitled to vote on such
        amendment, provided that if the board of directors of the Combined Entity
        recommends approval of such amendment, such amendment will require the
        approval of a majority of the Combined Entity's then-outstanding shares of
        capital stock entitled to vote on such amendment:




 Votes For       Votes Against       Abstentions
  9,522,748         2,250,528            7,425






    9.  The Incentive Plan Proposal -  To approve, assuming the Business
        Combination Proposal is approved and adopted, the 2021 Stock Option and
        Incentive Plan (the "Equity Incentive Plan"), which will become effective
        the day prior to the Closing:




 Votes For        Votes Against       Abstentions
  10,855,395          916,387             8,919


Item 8.01 Other Events.

In connection with the Business Combination, holders of 100 shares of FS Development's Class A common stock exercised their right to redeem their shares.

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