FibroBiologics Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 27, 2024, FibroBiologics, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation giving effect to the Capital Decrease Amendment (as defined below) and the Clarifying Amendment (as defined below), which became effective the same day.
The foregoing description of the Amended and Restated Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3.1, and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on August 27, 2024 (the “Annual Meeting”). Proxies for the Annual Meeting were solicited by the Board of Directors of the Company (the “Board”) pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition. At the Annual Meeting, shares representing 55,115,522 votes were represented in person or by proxy out of the 68,219,125 votes entitled to be cast as of July 1, 2024, the record date for the Annual Meeting. The final votes on the proposals presented at the Annual Meeting were as follows:
Proposal No. 1
Richard Cilento and Robert Hoffman were elected as Class I directors, by a majority of the votes cast and entitled to vote on the election of directors, to hold office until the 2027 Annual Meeting of Stockholders by the following vote:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| Richard Cilento, Jr. | 47,821,779 | 366,614 | 4,807 | 6,922,322 | ||||
| Robert Hoffman | 47,349,896 | 838,498 | 4,806 | 6,922,322 |
In addition to the directors elected above, Victoria Niklas, M.D. and Matthew Link will continue to serve as directors until the 2025 Annual Meeting of Stockholders, and Pete O’Heeron and Stacy Coen will continue to serve as directors until the 2026 Annual Meeting of Stockholders, in each case until their successors are elected and qualified, or until their earlier death, resignation, disqualification or removal.
Proposal No. 2
The appointment by the Audit Committee of the Board of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the year ending December 31, 2024 was ratified by the following vote:
| For | Against | Abstain | ||
| 54,952,480 | 103,159 | 59,883 |
Proposal No. 3
The adoption of an amendment to the Company’s Amended and Restated Certificate of Incorporation to reduce the authorized capital stock (the “Capital Decrease Amendment”) was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 48,170,543 | 11,108 | 11,549 | 6,922,322 |
Proposal No. 4
The adoption of an amendment to the Company’s Amended and Restated Certificate of Incorporation to clarify and eliminate obsolete provisions and make certain other immaterial changes (the “Clarifying Amendment”) was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 48,171,159 | 10,223 | 11,818 | 6,922,322 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 3.1 | Amended and Restated Certificate of Incorporation | |
| Exhibit 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 thereunto duly authorized.
| Date: August 28, 2024 | FibroBiologics, Inc. | |
| By: | /s/ Pete O’Heeron | |
| Name: | Pete O’Heeron | |
| Title: | Chief Executive Officer | |