Cardiff Oncology Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$CRDF
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 20, 2024
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Item 5.07 Submission of Matters to a Vote of Security Holders
On June 20, 2024, Cardiff Oncology, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 27,736,982 shares of common stock, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 25, 2024 are as follows:
Proposal 1. All of the seven (7) nominees for director were elected to serve until the 2025 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the seven (7) directors was as follows:
| Directors | For | Against | Abstain | Broker Non Vote | ||||||||||||||||||||||
Mark Erlander, Ph.D. | 15,221,656 | 0 | 601,956 | 11,913,370 | ||||||||||||||||||||||
Dr. Rodney Markin | 15,518,934 | 0 | 304,679 | 11,913,369 | ||||||||||||||||||||||
Dr. James O. Armitage | 15,435,187 | 0 | 388,426 | 11,913,369 | ||||||||||||||||||||||
Lale White | 15,277,092 | 0 | 546,520 | 11,913,370 | ||||||||||||||||||||||
Gary W. Pace, Ph.D. | 15,370,168 | 0 | 453,445 | 11,913,369 | ||||||||||||||||||||||
Mani Mohindru, Ph.D. | 15,370,574 | 0 | 453,039 | 11,913,369 | ||||||||||||||||||||||
Renee P. Tannenbaum, Pharm.D. | 15,213,729 | 0 | 609,883 | 11,913,370 | ||||||||||||||||||||||
Proposal 2. The appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for its fiscal year ended December 31, 2024 was ratified and approved by the stockholders by the votes set forth in the table below:
| For | Against | Abstain | Broker Non Vote | |||||||||||||||||
| 27,146,093 | 264,563 | 326,325 | 1 | |||||||||||||||||
Proposal 3. An amendment to the Company’s 2021 Equity Incentive Plan to increase the number of shares issuable thereunder to 8,150,000 shares was approved by the stockholders by the votes set forth in the table below:
| For | Against | Abstain | Broker Non Vote | |||||||||||||||||
| 13,081,695 | 2,390,777 | 351,135 | 11,913,375 | |||||||||||||||||
Proposal 4. The advisory vote on the compensation of the Company’s named executive officers was approved by the stockholders by the votes set forth in the table below:
| For | Against | Abstain | Broker Non Vote | |||||||||||||||||
| 13,280,919 | 2,131,944 | 410,747 | 11,913,372 | |||||||||||||||||
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SIGNATURE
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.
Dated: June 20, 2024
| CARDIFF ONCOLOGY, INC. | ||||||||
| By: | /s/ Mark Erlander | |||||||
| Mark Erlander | ||||||||
| Chief Executive Officer | ||||||||
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