8-K

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

Date of Report (Date of earliest event reported): May 4, 2023

Precision BioSciences, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38841

20-4206017

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

302 East Pettigrew St., Suite A-100, Durham, North Carolina 27701

(Address of principal executive offices) (Zip Code)

(919) 314-5512

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.000005 per share	DTIL	The Nasdaq Global Select Market

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).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 4, 2023, Precision BioSciences, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). A total of 74,030,582 shares of the Company’s common stock, par value $0.000005 (the “Common Stock”), were present in person or represented by proxy at the Meeting, representing approximately 66% of the Common Stock outstanding as of the March 9, 2023 record date. Following are the voting results for the proposals considered and voted upon at the Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 23, 2023.

Item 1 – Election of two Class I directors to serve until the Company’s annual meeting of stockholders to be held in 2026 and until their respective successors have been duly elected and qualified.


	Votes FOR		Votes WITHHELD		Broker Non-Votes
Michael Amoroso		40,370,180		12,559,294		21,101,108
Geno Germano		38,629,199		14,300,275		21,101,108

Item 2 – Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.


Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
	72,281,763		1,690,384		58,435	0

Based on the foregoing votes, Michael Amoroso and Geno Germano were elected as Class I directors, and Item 2 was approved.

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.



	PRECISION BIOSCIENCES, INC.

Date: May 9, 2023	By:	/s/ John Alexander Kelly
		John Alexander Kelly
		Chief Financial Officer

Precision BioSciences Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders