Arbutus Biopharma Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$ABUS
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2024
(Exact name of registrant as specified in its charter)
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| (Address of principal executive offices) | (Zip Code) | |||||||
(267 ) 469-0914
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2016 Omnibus Share and Incentive Plan
On May 22, 2024 , Arbutus Biopharma Corporation (the “Company”) held its 2024 Annual General and Special Meeting of Shareholders (the “Meeting”). At the Meeting, the Company’s shareholders, upon the recommendation of the Company’s Board of Directors, approved an amendment (the “Plan Amendment”) to the Company’s 2016 Omnibus Share and Incentive Plan, as supplemented and amended (the “2016 Plan”), to (a) increase the aggregate number of common shares authorized for issuance under the 2016 Plan by 9,500,000 common shares and (b) increase the aggregate number of common shares that may be issued pursuant to incentive stock options granted under the 2016 Plan by 9,500,000 common shares. Summaries of the 2016 Plan and the Plan Amendment are set forth in the Company’s Management Proxy Circular and Proxy Statement for the Meeting filed with the Securities and Exchange Commission on April 10, 2024 (the “Proxy Statement/Circular”). Those summaries and the above descriptions of the 2016 Plan and Plan Amendment do not purport to be complete and are qualified in their entirety by reference to the 2016 Plan and Plan Amendment, which are filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Meeting, the shareholders voted and: (1) elected each of the Company’s nominees for director; (2) approved the Plan Amendment; (3) approved, by non-binding advisory vote, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement/Circular; and (4) approved the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s shareholders at the Meeting.
| Proposal 1. | To elect the seven director nominees named in the Proxy Statement/Circular each to serve until the 2025 Annual General Meeting of Shareholders or until his or her qualified successor has been duly elected or appointed: | ||||
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Frank Torti, M.D. | 116,514,685 | 6,089,738 | 24,915,140 | |||||||||||||||||
| Michael J. McElhaugh | 110,465,378 | 12,139,045 | 24,915,140 | |||||||||||||||||
| Daniel Burgess | 110,133,889 | 12,470,534 | 24,915,140 | |||||||||||||||||
| Richard C. Henriques | 109,654,719 | 12,949,704 | 24,915,140 | |||||||||||||||||
| Keith Manchester, M.D. | 105,954,077 | 16,650,346 | 24,915,140 | |||||||||||||||||
| James Meyers | 110,186,534 | 12,417,889 | 24,915,140 | |||||||||||||||||
| Melissa V. Rewolinski, Ph.D. | 111,055,063 | 11,549,360 | 24,915,140 | |||||||||||||||||
| Proposal 2. | To approve an amendment to the 2016 Plan to (a) increase the aggregate number of common shares authorized for issuance thereunder by 9,500,000 common shares and (b) increase the aggregate number of common shares that may be issued pursuant to incentive stock options granted thereunder by 9,500,000 common shares: | ||||
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 83,549,096 | 38,905,589 | 149,738 | 24,915,140 | |||||||||||||||||
| Proposal 3. | To approve, by non-binding advisory vote, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement/Circular: | ||||
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 99,284,557 | 13,548,318 | 9,771,548 | 24,915,140 | |||||||||||||||||
| Proposal 4. | To approve the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024: | ||||
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 146,351,847 | 648,515 | 519,201 | — | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover page interactive data file (formatted as inline XBRL). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 28, 2024
| ARBUTUS BIOPHARMA CORPORATION | ||||||||
| By: | /s/ David C. Hastings | |||||||
| Name: | David C. Hastings | |||||||
| Title: | Chief Financial Officer | |||||||