SEC Form 8-K filed by Sutro Biopharma 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 June 6, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”), and the following proposals were adopted:
| 1. | Election of three Class I directors, identified in the table below, each to serve a three-year term, which will expire at the 2028 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier resignation or removal: |
| Nominees |
Shares For |
Shares Withheld |
Broker Non-Votes |
|||||||||
| Heidi Hunter |
31,491,009 | 24,026,714 | 12,503,128 | |||||||||
| Jon Wigginton |
31,496,677 | 24,021,046 | 12,503,128 | |||||||||
| Michael Dybbs |
31,145,398 | 24,372,325 | 12,503,128 | |||||||||
| 2. | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025: |
| Shares For |
Shares Against |
Shares Abstaining | ||
| 67,419,553 | 203,267 | 398,031 |
| 3. | Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting: |
| Shares For |
Shares Against |
Shares Abstaining |
Broker Non-Votes | |||
| 42,988,166 | 12,355,370 | 174,187 | 12,503,128 |
| 4. | Approval of the amendment of the Company’s Restated Certificate of Incorporation (the “Charter”) to effect a reverse stock split of the Company’s outstanding shares of common stock at a ratio of any whole number between 1-for-5 and 1-for-25, with the exact ratio determined by the board of directors in its discretion, subject to the board of directors’ authority to abandon such amendment. |
| Shares For |
Shares Against |
Shares Abstaining | ||
| 57,705,935 | 10,131,760 | 183,156 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Sutro Biopharma, Inc. | ||||||
| Date: June 10, 2025 | By: | /s/ David Pauling | ||||
| David Pauling | ||||||
| Chief Administrative Officer and General Counsel | ||||||