Chimerix Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 20, 2024, Chimerix, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 22, 2024, the record date for the Annual Meeting, 89,629,902 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 61,670,383 shares of common stock were present in person or represented by proxy for the four proposals summarized below.
Proposal 1: Election of directors
The Company’s stockholders elected the three persons listed below as Class II directors, each to serve until the Company’s 2027 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. The final voting results are as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||
| Martha J. Demski | 39,533,794 | 5,795,430 | 16,341,159 | |||||||
| Pratik S. Multani, M.D. | 38,198,115 | 7,131,109 | 16,341,159 | |||||||
| Vicki Vakiener | 39,261,180 | 6,068,044 | 16,341,159 |
Proposal 2: Approval of the Chimerix, Inc. 2024 Equity Incentive Plan
The Company’s stockholders approved the Chimerix, Inc. 2024 Equity Incentive Plan. The final voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||
| 37,361,503 | 7,841,709 | 126,012 | 16,341,159 |
Proposal 3: Ratification of the selection of independent registered public accounting firm
The Company’s stockholders ratified the selection by the Audit Committee of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The final voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||
| 54,834,599 | 6,771,129 | 64,655 | 0 |
Proposal 4: Approval, on an advisory basis, 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. The final voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||
| 37,473,111 | 7,681,297 | 174,816 | 16,341,159 |
| Item 8.01 | Other Events |
On June 20, 2024, the Board of Directors (the “Board”) of the Company, on the recommendation of the Nominating and Governance Committee, appointed Marc D. Kozin, a member of the Board, as a member of the Audit Committee alongside existing members Fred A. Middleton and Martha J. Demski, to fill the vacancy created by the prior resignation of Patrick Machado.
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.
| Chimerix, Inc. | ||
| Dated: June 21, 2024 | ||
| By: | /s/ Michelle LaSpaluto | |
| Michelle LaSpaluto | ||
| Chief Financial Officer | ||