Submission of Matters to a Vote of Security Holders Form 8 K

Item 3.03. Material Modification to Rights of Security Holders.

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As further described under Item 5.07 of this Current Report on Form 8-K, on June 27, 2024 at the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Scholar Rock Holding Corporation (the "Company"), and upon the recommendation of the Board of Directors (the "Board") of the Company, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation") to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law (the "Officer Exculpation Amendment"). The Officer Exculpation Amendment was previously approved by the Board, subject to stockholder approval.

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The Officer Exculpation Amendment is described in detail under "Proposal 4 - Amend The Company's Amended And Restated Certificate Of Incorporation To Limit The Liability Of Certain Officers Of The Company" beginning on page 19 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2024 (the "Proxy Statement") in connection with the Annual Meeting. The text of the Officer Exculpation Amendment was included in Annex B of the Proxy Statement.

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The Officer Exculpation Amendment became effective upon its filing with the Secretary of State of the State of Delaware on June 27, 2024.

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The foregoing description of the Officer Exculpation Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.

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