Regulus Therapeutics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
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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. |
(e)
On May 16, 2024, the stockholders of Regulus Therapeutics Inc. (the “Company”) approved an amendment to the Regulus Therapeutics Inc. 2019 Equity Incentive Plan (as amended, the “Amended 2019 Plan”) as described in Item 5.07 below. A summary of the principal features of the Amended 2019 Plan is set forth under the heading “Proposal 5 – Approval of an Amendment to the 2019 Equity Incentive Plan” contained in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission April 19, 2024. The summary is qualified in its entirety by reference to the Amended 2019 Plan, filed as Exhibit 99.1 to this report.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2024 Annual Meeting of Stockholders of Company (the “Annual Meeting”) was held on May 16, 2024. As of April 18, 2024, the record date for the Annual Meeting, 65,465,241 shares of common stock were issued and outstanding. A summary of the matters voted upon at the Annual Meeting and the final voting results are set forth below.
Proposal 1. Election of Directors
The ten persons listed below were elected as directors at the Annual Meeting, each to serve until the Company’s 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.
| Votes For |
Votes Withheld |
Broker Non-Votes | ||||
| David Baltimore, Ph.D. |
38,149,013 | 359,927 | 3,688,120 | |||
| Kathryn J. Collier |
38,157,716 | 351,224 | 3,688,120 | |||
| Joseph P. Hagan |
38,375,891 | 133,049 | 3,688,120 | |||
| Alice S. Huang, Ph.D. |
37,595,731 | 913,209 | 3,688,120 | |||
| Preston Klassen, M.D. |
38,147,754 | 361,186 | 3,688,120 | |||
| Jake R. Nunn |
38,156,266 | 352,674 | 3,688,120 | |||
| Stelios Papadopoulos, Ph.D. |
38,147,155 | 361,785 | 3,688,120 | |||
| William Rastetter, Ph.D. |
37,568,471 | 940,469 | 3,688,120 | |||
| Hugh Rosen, M.D., Ph.D. |
38,157,572 | 351,368 | 3,688,120 | |||
| Pascale Witz, MBA, MSc |
37,834,247 | 674,693 | 3,688,120 |
Proposal 2. The Company’s stockholders ratified the selection by the audit committee of the board of directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024.
| Votes For |
Votes Against |
Abstentions | ||
| 42,040,910 |
152,439 | 3,721 |
Proposal 3. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement for the Annual Meeting.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 38,219,586 |
223,139 | 66,215 | 3,688,130 |
Proposal 4. The Company’s stockholders approved, on an advisory basis, every year as the preferred frequency for holding stockholder advisory votes on the compensation of the Company’s named executive officers.
| One year |
Two Years |
Three Years |
Abstentions |
Broker Non-Votes | ||||
| 38,380,997 |
10,261 | 36,660 | 79,471 | 3,688,130 |
Based on these results, and consistent with the recommendation of the Company’s Board of Directors, the Company has determined to hold a non-binding stockholder advisory vote on the compensation of the Company’s named executive officers every year until the next required vote on the frequency of stockholder votes on the compensation of executives.
Proposal 5. The Company’s stockholders approved the Amended 2019 Plan which, among other things, increased the number of shares of our common stock authorized for issuance under the 2019 Plan by 9,500,000 shares and modified the calculation of the annual automatic share reserve increase to take into account shares of common stock issuable upon conversion or exercise of convertible preferred stock and prefunded warrants.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 32,563,555 |
5,916,084 | 29,301 | 3,688,130 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Regulus Therapeutics Inc. 2019 Equity Incentive Plan, as amended | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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.
| Regulus Therapeutics Inc. | ||||||
| Date: May 17, 2024 | By: | /s/ Joseph Hagan | ||||
| Joseph Hagan | ||||||
| Chief Executive Officer | ||||||