Rapid Micro Biosystems 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
$RPID
Biotechnology: Laboratory Analytical Instruments
Industrials
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 23, 2024
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 23, 2024, Rapid Micro Biosystems, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Restated Certificate of Incorporation, which became effective on such date. A copy of the Certificate of Amendment is included as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on May 23, 2024 (the “Annual Meeting”), at which a quorum was present. There were three items of business acted upon by the stockholders. There were 37,483,559 shares of the Company’s Class A common stock eligible to vote, and 35,030,255 shares were present in person or by proxy at the Annual Meeting. The following is a summary of the matters voted on at the Annual Meeting:
1. The Company’s stockholders elected Kirk D. Malloy, Ph.D., Melinda Litherland and Robert Spignesi as Class III Directors to serve until the 2027 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until such director’s earlier death, resignation or removal.
The results of the stockholders’ vote with respect to the election of such Class III Directors were as follows:
| Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Kirk D. Malloy, Ph.D. | 26,146,777 | 634,808 | 8,248,670 | ||||||||
| Melinda Litherland | 25,722,232 | 1,059,353 | 8,248,670 | ||||||||
| Robert Spignesi | 25,714,563 | 1,067,022 | 8,248,670 | ||||||||
2. The Company’s stockholders ratified the appointment of PricewaterhouseCoopers 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 | Votes Against | Votes Abstaining | Broker Non-Votes | ||||||||
| 34,230,103 | 790,903 | 9,249 | 0 | ||||||||
3. The Company’s stockholders approved a Certificate of Amendment to the Company's Restated Certificate of Incorporation to reflect new Delaware law provisions allowing for officer exculpation. The results of the stockholders’ vote with respect to such approval were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | ||||||||
| 26,096,227 | 673,920 | 11,438 | 8,248,670 | ||||||||
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. | Description | |||||||
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.
| RAPID MICRO BIOSYSTEMS, INC. | ||||||||
| Date: May 24, 2024 | By: | /s/ Sean Wirtjes | ||||||
| Sean Wirtjes | ||||||||
| Chief Financial Officer | ||||||||