Arcturus Therapeutics Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 6, 2025, Arcturus Therapeutics Holdings Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Meeting”).The total number of shares of common stock, par value $0.001 per share, entitled to vote at the Meeting was 27,120,603 and there were present at the Meeting, in person or by proxy, 22,006,524 shares, which constituted a quorum for the Meeting.
At the Meeting, the stockholders voted on the following proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the SEC on April 25, 2025 (the “Proxy Statement”):
(1) To elect Dr. Peter Farrell, Joseph E. Payne, Andy Sassine, James Barlow, Dr. Edward W. Holmes, Dr. Magda Marquet, Dr. Jing L. Marantz, Dr. John Markels, and Dr. Moncef Slaoui to the Board of Directors, to serve until the Company’s annual meeting of stockholders;
(2) To approve, on a non-binding advisory basis, the resolution approving named executive officer compensation; and
(3) To ratify the appointment of Deloitte & Touche LLP (“Deloitte”), as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
The final results of the stockholder votes at the Meeting are set forth below:
Proposal No. 1
| For | Withhold | Broker Non-Votes | ||||||||||
| Approval of the election of the following individuals as directors of the Company, as provided in Proposal Number 1 of the Proxy Statement: | ||||||||||||
| (1) Dr. Peter Farrell | 18,907,661 | 215,201 | 2,883,662 | |||||||||
| (2) Joseph E. Payne | 18,932,228 | 190,634 | 2,883,662 | |||||||||
| (3) Andy Sassine | 18,757,976 | 364,886 | 2,883,662 | |||||||||
| (4) James Barlow | 18,821,935 | 300,927 | 2,883,662 | |||||||||
| (5) Dr. Edward W. Holmes | 18,555,174 | 567,688 | 2,883,662 | |||||||||
| (6) Dr. Magda Marquet | 18,791,599 | 331,263 | 2,883,662 | |||||||||
| (7) Dr. Jing L. Marantz | 18,805,219 | 317,643 | 2,883,662 | |||||||||
| (8) Dr. John H. Markels | 18,969,935 | 152,927 | 2,883,662 | |||||||||
| (9) Dr. Moncef Slaoui | 19,059,965 | 62,897 | 2,883,662 | |||||||||
Each of the nine nominees was elected to the Board, each to hold office until the Company’s 2026 annual meeting of stockholders and until their respective successors are elected and qualified.
Proposal No. 2
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| Approval, on a non-binding advisory basis, the resolution approving named executive officer compensation, referred to as “say-on-pay,” as provided in Proposal Number 2 of the Proxy Statement: | 18,472,131 | 586,006 | 64,724 | 2,883,662 | ||||||||||||
The proposal was approved.
Proposal No. 3
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| Approval of the ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for the year ending December 31, 2025, as provided in Proposal Number 3 of the Proxy Statement: | 21,971,168 | 30,589 | 4,767 | N/A | ||||||||||
The appointment was ratified.
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.
| Arcturus Therapeutics Holdings Inc. | ||
| Date: June 6, 2025 | ||
| By: |
/s/ Joseph E. Payne | |
| Name: | Joseph E. Payne | |
| Title: | Chief Executive Officer | |