Lumos Pharma Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
$LUMO
Biotechnology: Pharmaceutical Preparations
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
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting") of Lumos Pharma, Inc. (the “Company”) was held May 31, 2024, for the following purposes:
•To elect the nominees for director, Chad A. Johnson and Lota S. Zoth, nominated by the Board of Directors of the Company (the “Board”), to serve until the 2027 Annual Meeting of Stockholders;
•To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 12, 2024 (the “Proxy Statement”);
•To select, on a non-binding, advisory basis, the frequency of how often the approval of the compensation of our named executive officers will be presented to our stockholders; and
•To ratify the selection by the Audit Committee of the Board of KPMG, LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024.
At the meeting, the stockholders of the Company:
•elected Chad A. Johnson and Lota S. Zoth as directors of the Company;
•approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as set forth in the Proxy Statement;
•approved, on a non-binding, advisory basis, the frequency of every one year for the frequency of future advisory votes on the compensation of the Company's named executive officers; and
•ratified the appointment of KPMG, LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024.
The final voting results on each of the matters submitted to a vote of stockholders at the 2024 Annual Meeting are as follows:
| Election of Directors | For | Withheld | Broker Non-Votes | |||||||||||
| 1. | Chad A. Johnson | 3,531,517 | 544,327 | 2,434,840 | ||||||||||
| Lota S. Zoth | 4,055,737 | 20,107 | 2,434,840 | |||||||||||
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 2. | Approval, on an advisory basis, of the compensation of the Company’s named executive officers | 3,590,994 | 29,097 | 455,753 | 2,434,840 | |||||||||||||||
| 1 year | 2 years | 3 years | Abstentions | Broker Non-Votes | ||||||||||||||||
| 3. | Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company's named executive officers | 3,278,561 | 6,685 | 335,737 | 454,861 | 2,434,840 | ||||||||||||||
Based on these results and the recommendation of the Board in the Proxy Statement for the 2024 Annual Meeting, the Company will conduct an advisory vote on the compensation of its named executive officers once every year until such time as the next advisory vote on the preferred frequency of advisory votes on executive compensation is submitted to stockholders.
| For | Against | Abstentions | |||||||||||||||
| 4. | Ratification of KPMG, LLP as independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024 | 6,050,515 | 457,802 | 2,367 | |||||||||||||
Item 7.01 Regulation FD Disclosure.
On June 4, 2024, the Company issued a press release titled "Lumos Pharma Announces New Analyses of Phase 2 OraGrowtH212 Trial Presented at ENDO 2024."
A copy of the press release and an updated corporate slide deck are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 incorporated by reference herein shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | ||||
| 99.1 | Press Release, dated June 4, 2024, titled "Lumos Pharma Announces New Analyses of Phase 2 OraGrowtH212 Trial Presented at ENDO 2024." | ||||
| 99.2 | |||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | ||||
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.
Dated: June 5, 2024
| LUMOS PHARMA, INC., a Delaware corporation | |||||
| By: | /s/ Richard J. Hawkins | ||||
| Richard J. Hawkins | |||||
| Its: | Chief Executive Officer | ||||