UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On June 20, 2025, Viridian Therapeutics, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) at which holders of the Company’s common stock as of the close of business on April 22, 2025 (the “Record Date”) were entitled to vote. As of the close of business on the Record Date, 81,589,659 shares of the Company’s common stock were issued and outstanding.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) At the Annual Meeting, the Company’s stockholders approved a further amendment and restatement of the Company’s Amended and Restated 2016 Equity Incentive Plan, including increasing the number of shares available for issuance thereunder by 8,000,000 shares. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated 2016 Equity Incentive Plan, which is filed hereto as Exhibit 10.1.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, each of the Company’s director nominees was elected and the other proposals voted on were approved. The final voting results are set forth below:
1. Election of the three Class I director nominees to serve until the 2028 Annual Meeting of Stockholders:
| For | Withheld | Broker Non-Votes | ||||||||||
| Jeff Ajer |
71,946,644 | 95,588 | 4,619,287 | |||||||||
| Chris Cain, Ph.D. |
68,841,891 | 3,200,341 | 4,619,287 | |||||||||
| Sarah Gheuens, M.D., Ph.D. |
55,346,802 | 16,695,430 | 4,619,287 | |||||||||
2. Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 76,059,006 | 577,139 | 25,374 | — |
3. Approval, on an advisory basis, of the compensation of the Company’s named executive officers:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 56,046,366 | 15,957,526 | 38,340 | 4,619,287 |
4. Approval of a further amendment and restatement of the Company’s Amended and Restated 2016 Equity Incentive Plan, including increasing the number of shares available for issuance thereunder by 8,000,000 shares:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 35,322,725 | 35,076,902 | 1,642,605 | 4,619,287 |
5. Approval of the Viridian Therapeutics, Inc. 2025 Employee Stock Purchase Plan:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 72,005,896 | 25,668 | 10,668 | 4,619,287 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Exhibit Description | |
| 10.1+ | Viridian Therapeutics, Inc. Amended and Restated 2016 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| + | Management contract or compensatory plan or arrangement. |
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.
| Viridian Therapeutics, Inc. | ||||||
| Date: June 24, 2025 | By: | /s/ Stephen Mahoney | ||||
| Stephen Mahoney | ||||||
| President and Chief Executive Officer | ||||||