Twist Bioscience Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangement of Certain Officers.
As described in Item 5.07 below (Proposal Four), at the 2025 Annual Meeting of Stockholders of Twist Bioscience Corporation (the “Company”) held on February 5, 2025 (the “Annual Meeting”), the Company’s stockholders approved the amendment and restatement of the Company 2018 Equity Incentive Plan (the “Plan”). A description of the amendments was set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on January 6, 2025.
The foregoing description of the amendments to the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, as amended and restated, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Annual Meeting, the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to (1) increase the number of shares of common stock of the Company authorized thereunder by an additional 100,000,000 shares and (2) provide for the exculpation of certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law (collectively, the “Charter Amendments”). A description of the Charter Amendments was set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on January 6, 2025. The Charter Amendments became effective upon the filing of a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on February 10, 2025 (the “Certificate of Amendment”).
The foregoing description of the Charter Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, there were present, in person or by proxy, holders of 55,356,056 shares of common stock, or approximately 92.90% of the total outstanding shares eligible to be voted. The holders present voted on the six proposals presented at the Annual Meeting as follows.
Proposal One — Election of Directors
The Company’s stockholders approved the election of the following three directors to the Company’s Board of Directors as Class I Directors to serve for the ensuing three years and until their successors are elected and qualified or until their earlier resignation or removal, by the following votes:
| Nominee | Votes For | Votes Withheld | Broker Non- Votes | |||||||||
| Nelson C. Chan | 33,574,782 | 17,243,516 | 4,537,758 | |||||||||
| Robert Ragusa | 40,170,187 | 10,648,111 | 4,537,758 | |||||||||
| Melissa A. Starovasnik, Ph.D. | 48,898,476 | 1,919,822 | 4,537,758 | |||||||||
Proposal Two — Non-Binding, Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers (“NEOs”)
The Company’s stockholders approved, on a non-binding and advisory basis, a resolution approving the compensation of the Company’s NEOs as described in the proxy statement filed on January 6, 2025, by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 49,586,486 | 1,201,241 | 30,571 | 4,537,758 |
Proposal Three — Ratification of Appointment of Independent Registered Accounting Firm
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered accounting firm for the fiscal year ending September 30, 2025, by the following votes:
| Votes For | Votes Against | Abstentions | ||
| 55,319,151 | 14,398 | 22,507 |
Proposal Four — Amendment and Restatement of the Company’s 2018 Equity Incentive Plan (the “EIP”) to Increase the Number of Shares of Common Stock Reserved for Issuance of Awards under the EIP, Eliminate the “Evergreen” Provision and Make Other Amendments
The Company’s stockholders approved the amendment and restatement of the EIP to increase the number of shares of common stock reserved for issuance of awards under the EIP by 3,700,000 shares, eliminate the “evergreen” provision and make other amendments by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 48,833,948 | 1,961,249 | 23,101 | 4,537,758 |
Proposal Five — Amendment of the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to Increase the Number of Shares of Common Stock of the Company Authorized Thereunder by an Additional 100,000,000 Shares
The Company’s stockholders approved the amendment of the Charter to increase the number of shares of common stock of the Company authorized thereunder by an additional 100,000,000 shares, by the following votes:
| Votes For | Votes Against | Abstentions | ||
| 54,624,658 | 701,953 | 29,445 |
Proposal Six — Amendment of the Charter to Provide for Officer Exculpation
The Company’s stockholders approved the amendment of the Charter to provide for officer exculpation, by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 46,462,879 | 4,323,605 | 31,814 | 4,537,758 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation | |
| 10.2 | Amended and Restated 2018 Equity Incentive Plan and forms of agreements thereunder | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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.
| Date: February 11, 2025 | Twist Bioscience Corporation |
| /s/ Judy Yan | |
| Judy Yan | |
| Assistant General Counsel and Assistant Secretary |