Castle Biosciences Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$CSTL
Medical Specialities
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, 2025
(Exact name of registrant as specified in its charter)
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Item 3.03. Material Modifications of Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 22, 2025, Castle Biosciences, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). As described in Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting, the Company’s stockholders approved the amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation (the “A&R Charter”) to add a new Article IX to the A&R Charter to provide for the exculpation of officers of the Company to the extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”). Further description of the A&R Charter is included in the section titled “Proposal 4: To Approve the Amendment and Restatement of the Company’s Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company to the Maximum Extent Permitted by Delaware Law” in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 9, 2025 (the “Proxy Statement”), which description is incorporated herein by reference.
On May 22, 2025, the Company filed the A&R Charter with the Secretary of State of the State of Delaware, which became effective upon filing.
The foregoing description of the A&R Charter is qualified in its entirety by reference to the full text of the A&R Charter, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on the following matters and cast their votes as set forth below:
Proposal 1. Election of Directors
The Company’s stockholders elected the three individuals listed below as Class III Directors, each to serve until the Company’s 2028 annual meeting of stockholders and until their successors are duly elected and qualified. The final voting results are as follows:
| For | Withhold | Broker Non-Votes | |||||||||||||||
| Kimberlee S. Caple | 13,580,035 | 7,764,145 | 2,358,393 | ||||||||||||||
| G. Bradley Cole | 19,839,019 | 1,505,161 | 2,385,393 | ||||||||||||||
| Derek J. Maetzold | 19,909,583 | 1,434,597 | 2,385,393 | ||||||||||||||
Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the selection of KPMG LLP by the Audit Committee of the Company’s Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The final voting results are as follows:
| For | Against | Abstain | ||||||||||||
| 23,690,098 | 20,837 | 18,638 | ||||||||||||
Proposal 3. Approval of the Compensation of the Company’s Named Executive Officers
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement. The final voting results are as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 19,986,768 | 1,314,254 | 43,158 | 2,385,393 | |||||||||||||||||
Proposal 4. Approval of Amendment and Restatement of the Company’s Amended and Restated Certificate of Incorporation.
The Company’s stockholders approved the A&R Charter to limit the liability of certain officers of the company to the maximum extent permitted by the DGCL. The final voting results are as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 20,327,249 | 976,000 | 40,931 | 2,385,393 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||||||||
| Number | Description | |||||||
| 3.1 | ||||||||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K. | |||||||
| SIGNATURES | ||
| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | ||
| CASTLE BIOSCIENCES, INC. | ||||||||
| By: | /s/ Derek J. Maetzold | |||||||
| Derek J. Maetzold | ||||||||
| President and Chief Executive Officer | ||||||||
| Date: May 23, 2025 | ||||||||