UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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. |
T2 Biosystems, Inc. (the “Company’”) held its annual meeting of stockholders on December 30, 2024 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the amendment and restatement of the 2014 Incentive Award Plan. The amendment and restatement was adopted by the Company’s Board of Directors on November 7, 2024, and became effective upon stockholder approval at the Annual Meeting. The foregoing amendment and restatement is described further in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 20, 2024 (the “Proxy Statement”) under “Proposal 2.”
On March 31, 2024, the Company entered into letter agreements with its Chief Financial Officer, John Sprague and its General Counsel, Michael Gibbs that provide for the payment of a retention bonus in the total aggregate amount of $80,000, to be paid in two installments of $40,000. The first installment, in the amount of $40,000, was paid in June 2024, and the second installment, in the amount of $40,000, was to be paid within five business days following November 15, 2024. On November 13, 2024, the letter agreements were amended so that the second installment, in the amount of $40,000, was to be paid within five business days following December 31, 2024. On December 30, 2024, the letter agreements were further amended so that the second installment was increased to $60,000 and is to be paid within five business days following March 31, 2025. Each such installment payment is subject to the applicable executive’s continued employment through such payment date.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, stockholders holding and entitled to vote 15,810,290 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) held as of the close of business on November 5, 2024 (the “Record Date”) were present either by attendance via live webcast or by proxy. These stockholders represented approximately 77% of the voting power of the Common Stock issued and outstanding and entitled to vote and approximately 77% of the voting power of the capital stock issued and outstanding and entitled to vote, thereby constituting a quorum for the transaction of business at the Annual Meeting.
The following are the final voting results for the proposals considered and voted upon at the Annual Meeting. For more information on the following proposals submitted to stockholders, see the Company’s definitive Proxy Statement.
Proposal 1: Election of Directors
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Laura Adams |
12,062,251 | 1,403,873 | 2,344,166 | |||||||||
| Robin Toft |
12,055,721 | 1,410,403 | 2,344,166 | |||||||||
| Seymour Liebman |
12,008,989 | 1,457,135 | 2,344,166 | |||||||||
Based on the voting results set forth above, each of the foregoing nominees for Class I directors was elected to hold office until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal.
Proposal 2: Approval of the Amendment and Restatement of the 2014 Incentive Award Plan
| For | Against | Abstain | Broker Non-Votes | |||
| 11,714,962 | 1,734,410 | 16,752 | 2,344,166 |
Based on the voting results set forth above, the amendment and restatement of the 2014 Incentive Award Plan was approved.
Proposal 3: Ratification of Appointment of Independent Auditors
| For | Against | Abstain | ||
| 13,782,655 | 1,640,911 | 386,724 |
Based on the voting results set forth above, the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was duly ratified.
SIGNATURES
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.
| Date: January 3, 2025 | T2 BIOSYSTEMS, INC. | |||||
| By: | /s/ John Sprague | |||||
| John Sprague | ||||||
| Chief Financial Officer | ||||||