SEC Form 8-K filed by Forte Biosciences Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 8.01. Other Events.
On April 18, 2025, the Board of Directors of Forte Biosciences, Inc., a Delaware corporation (the “Company”) determined to hold the Company’s annual meeting of stockholders (the “Annual Meeting”) on May 29, 2025. The time and location of the Annual Meeting will be as set forth in the Company’s proxy materials to be filed with the Securities and Exchange Commission.
Because the scheduled date of the Annual Meeting is more than 30 days before the anniversary date of the Company’s 2024 annual meeting of stockholders, prior deadlines regarding the submission of stockholder proposals in connection with the Annual Meeting are no longer applicable. The Company is hereby providing notice of certain revised deadlines for the submission of stockholder proposals in connection with the Annual Meeting. In order for a stockholder proposal, submitted pursuant to Rule 14a-8, to be considered timely for inclusion in the Company’s proxy statement and form of proxy for the Annual Meeting, such proposal must be received by the Company by April 28, 2025. The Company has determined that April 28, 2025 is a reasonable time before the Company plans to begin printing and mailing its proxy materials. Therefore, in order for a stockholder to submit a proposal for inclusion in the Company’s proxy materials for the Annual Meeting, the stockholder must comply with the requirements set forth in Rule 14a-8, including with respect to the subject matter of the proposal, and must deliver the proposal and all required documentation to the Company no later than April 28, 2025. The public announcement of an adjournment or postponement of the date of the Annual Meeting will not commence a new time period (or extend any time period) for submitting a proposal pursuant to Rule 14a-8.
Generally, timely notice of any director nomination or other proposal that any stockholder intends to present at the Annual Meeting, but does not seek to have included in the proxy materials pursuant to Rule 14a-8, must be delivered no later the 10th day following the day on which public announcement of the date of the Annual Meeting is first made. Therefore, in order for a stockholder to timely submit a director nomination or other proposal that the stockholder intends to present at the Annual Meeting, the stockholder must deliver the director nomination or proposal to the Company no later than April 28, 2025.
In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by April 28, 2025, which is 10 days following the filing of this Current Report on Form 8-K announcing the date of the Annual Meeting.
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.
| FORTE BIOSCIENCES, INC. | ||||||
| Date: April 18, 2025 | By: | /s/ Antony Riley | ||||
| Antony Riley Chief Financial Officer | ||||||