Arcus Biosciences Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$RCUS
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): June 6, 2024
________________________________________________________
(Exact name of Registrant as Specified in Its Charter)
________________________________________________________
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
Registrant’s Telephone Number, Including Area Code: (510 ) 694-6200
(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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 6, 2024, Arcus Biosciences, Inc. (the "Company") held its annual meeting of stockholders. The results of the stockholder votes on each proposal brought before the Annual Meeting is as follows:
Proposal 1: The election of Class III directors to hold office until the 2027 Annual Meeting of Stockholders and until its successor is duly elected and qualified:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Kathryn Falberg | 66,352,943 | 10,783,215 | 8,822,193 | |||||||||||||||||
| Linda Higgins | 61,694,808 | 15,441,350 | 8,822,193 | |||||||||||||||||
| Terry Rosen | 67,130,968 | 10,005,190 | 8,822,193 | |||||||||||||||||
Proposal 2: The ratification of the selection by the Audit Committee of the Company's Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024:
| Votes For | Votes Against | Abstentions | |||||||||||||||
| 84,330,586 | 1,242,487 | 385,278 | |||||||||||||||
Proposal 3: The approval, on an advisory basis, of the compensation of the Company's named executive officers as disclosed in the Proxy Statement:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 74,230,276 | 2,863,260 | 42,662 | 8,822,193 | |||||||||||||||||
Item 8.01 Other Events.
On June 6, 2024, the Company's Board of Directors, upon the recommendation of the Compensation Committee, revised its Non-Employee Director Compensation Program. The Non-Employee Director Compensation Program, as so revised, is filed as Exhibit 10.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | |||||||
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.
| ARCUS BIOSCIENCES, INC. | ||||||||
| Date: June 6, 2024 | By: | /s/ Terry Rosen, Ph. D. | ||||||
| Terry Rosen, Ph.D. | ||||||||
Chief Executive Officer (Principal Executive Officer) | ||||||||