Precision BioSciences Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 4, 2024, Precision BioSciences, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). At the Meeting, the stockholders upon the recommendation of the Company’s Board of Directors, approved the amendment and restatement of the Precision BioSciences, Inc. 2019 Incentive Award Plan (the “2019 Plan” and, as amended and restated, the “Amended Plan”). The Amended Plan increased the number of shares of Common Stock (as defined below) of the Company available for issuance under the 2019 Plan by an additional 630,000 shares, subject to the annual increase on the first day of each calendar year beginning January 1, 2020 and ending on and including January 1, 2029 as calculated and originally prescribed by the 2019 Plan.
A summary of the Amended Plan was also included as part of Proposal No. 3 in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 25, 2024 (the “Proxy Statement”). The foregoing description of the Amended Plan provided herein and contained in the Proxy Statement is qualified in its entirety by reference to the full text of the Amended Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Meeting, a total of 5,219,553 shares of the Company’s common stock, par value $0.000005 (the “Common Stock”), were present in person or represented by proxy, representing approximately 75% of the Common Stock outstanding as of the April 8, 2024 record date. The following are the voting results for the proposals considered and voted upon at the Meeting, each of which were described in the Company’s Proxy Statement.
Item 1 – Election of two Class II directors to serve until the Company’s annual meeting of stockholders to be held in 2027 and until their respective successors have been duly elected and qualified.
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Votes FOR |
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Votes WITHHELD |
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Broker Non-Votes |
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Stanley R. Frankel, M.D. |
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3,011,614 |
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430,720 |
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1,777,219 |
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Samuel Wadsworth, Ph.D. |
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3,013,365 |
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428,969 |
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1,777,219 |
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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, 2024.
Votes FOR |
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Votes AGAINST |
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Votes ABSTAINED |
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Broker Non-Votes |
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5,162,463 |
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46,031 |
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11,059 |
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0 |
Item 3 – Approval of the amendment and restatement of the 2019 Plan.
Votes FOR |
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Votes AGAINST |
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Votes ABSTAINED |
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Broker Non-Votes |
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2,597,767 |
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836,298 |
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8,269 |
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1,777,219 |
Item 4 – Approval of the adjournment of the Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Meeting to approve Item 3.
Votes FOR |
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Votes AGAINST |
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Votes ABSTAINED |
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Broker Non-Votes |
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2,649,161 |
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786,749 |
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6,424 |
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1,777,219 |
Based on the foregoing votes, Stanley R. Frankel, M.D. and Samuel Wadsworth, Ph.D. were elected as Class II directors, and Item 2, Item 3, and Item 4 were approved.
Item 9.01 Financial Statements and Exhibits.
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(d) |
Exhibits |
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Exhibit |
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Description
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10.1 |
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Precision BioSciences, Inc. 2019 Incentive Award Plan, as Amended and Restated. |
104 |
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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 hereunto duly authorized.
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PRECISION BIOSCIENCES, INC. |
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Date: |
June 10, 2024 |
By: |
/s/ John Alexander Kelly |
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John Alexander Kelly |