Intellia Therapeutics 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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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).
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 12, 2024, Intellia Therapeutics, Inc. (the “Company”) filed a Certificate of Second Amendment (the “Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of Delaware to limit the liability of certain officers of the Company as permitted by recent amendments to the Delaware General Corporation Law. The Amendment was approved by the holders of a majority of the outstanding shares of common stock of the Company at its Annual Meeting of Stockholders (the “Annual Meeting”), as described in Item 5.07 below.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 12, 2024, the Company held its Annual Meeting to consider and vote on the four proposals set forth below, each of which is described in detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2024. The following is a summary of the matters voted on at the Annual Meeting.
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a) |
The stockholders of the Company elected each of Fred Cohen, M.D., D.Phil., and Frank Verwiel, M.D., as a class II director, for a three-year term ending at the annual meeting of stockholders to be held in 2027 and until his successor has been duly elected and qualified or until his earlier resignation or removal. The results of the stockholders’ vote with respect to the election of the class II directors were as follows: |
Name |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Fred Cohen, M.D., D.Phil. |
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65,390,554 |
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6,655,846 |
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11,843,099 |
Frank Verwiel, M.D. |
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55,820,159 |
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16,226,241 |
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11,843,099 |
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b) |
The stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the stockholders’ vote with respect to such ratification were as follows: |
Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
83,483,463 |
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256,699 |
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149,337 |
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0 |
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c) |
The stockholders of the Company approved, on an advisory basis, the compensation of the named executive officers. The results of the stockholders’ vote with respect to the approval of the compensation of the named executive officers were as follows: |
Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
70,436,308 |
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1,525,957 |
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84,135 |
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11,843,099 |
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d) |
The stockholders of the Company approved and adopted a second amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to limit the liability of certain officers of the Company as permitted by recent amendments to the Delaware General Corporation Law. The results of the stockholders’ vote with respect to the approval and adoption of the amendment were as follows: |
Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
69,078,509 |
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2,876,786 |
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91,105 |
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11,843,099 |
No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
3.1* |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith
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.
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Intellia Therapeutics, Inc. |
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Date: June 13, 2024 |
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By: |
/s/ John M. Leonard |
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Name: John M. Leonard |
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Title: Chief Executive Officer and President |