Mersana Therapeutics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders
On June 11, 2024, Mersana Therapeutics, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following three proposals: (1) to elect two Class I directors to serve until the Company’s 2027 Annual Meeting of Stockholders and until their successors have been duly elected and qualified (“Proposal 1”), (2) 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 on Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission on April 26, 2024 (“Proposal 2”) and (3) to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Proposal 3”). The final results of the voting on each proposal are set forth below.
Proposal 1 - Election of Directors
The Company’s stockholders elected the two persons listed below as Class I directors, each to serve until the Company’s 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The votes cast were as follows:
| Nominees | For | Against | Abstain | Broker Non-Votes | ||||
| Willard H. Dere, M.D. | 84,576,414 | 12,733,786 | 104,329 | 8,260,872 | ||||
| Martin Huber, M.D. | 96,836,592 | 472,410 | 105,527 | 8,260,872 |
Proposal 2 – Advisory Vote on Executive Compensation
The Company’s stockholders approved Proposal 2. The votes cast were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 96,316,340 | 984,371 | 113,818 | 8,260,872 |
Proposal 3 – Ratification of Selection of Independent Registered Public Accounting Firm
The Company’s stockholders approved Proposal 3. The votes cast were as follows:
| For | Against | Abstain | ||
| 105,233,670 | 323,020 | 118,711 |
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.
| MERSANA THERAPEUTICS, INC. | ||
| Date: June 11, 2024 | By: | /s/ Alejandra Carvajal |
| Alejandra Carvajal | ||
| Senior Vice President, Chief Legal Officer and Secretary | ||