SEC Form 8-K filed by Sensei Biotherapeutics Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 21, 2025, Sensei Biotherapeutics, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). The stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 11, 2025 (the “Proxy Statement”). Of the 25,208,068 shares outstanding as of the record date, 16,617,814 shares, or 65.92%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.
Proposal No. 1: Election of two nominees to serve as directors on the Board of Directors until the 2028 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:
| Name |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| William Ringo |
8,909,569 | 962,061 | 6,746,184 | |||||||||
| John Celebi |
9,209,162 | 662,468 | 6,746,184 | |||||||||
All nominees were elected.
Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes were cast as follows:
| Votes For |
Votes Against |
Abstained | ||
| 15,802,127 | 369,929 | 445,758 |
Proposal No. 2 was approved.
Proposal No. 3: Approval of an amendment to the Company’s amended and restated certificate of incorporation to effect, at the discretion of the Board of Directors, a reverse stock split of the Company’s common stock at a ratio in the range of 1-for-10 to 1-for-30, inclusive, and a corresponding proportionate reduction in the total number of authorized shares of the Company’s common stock, such ratio to be determined at the discretion of the Board of Directors. The votes were cast as follows:
| Votes For |
Votes Against |
Abstained | ||
| 14,694,068 | 1,602,413 | 321,333 |
Proposal No. 3 was approved.
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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.
| Sensei Biotherapeutics, Inc. | ||||||
| Date: May 23, 2025 |
/s/ Christopher W. Gerry | |||||
| Christopher W. Gerry | ||||||
| General Counsel and Secretary | ||||||
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