Tyra Biosciences Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders
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| Item 3.03 | Material Modification to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Tyra Biosciences, Inc. (the Company) held its 2024 Annual Meeting of Stockholders (the 2024 Annual Meeting) on May 29, 2024. At the 2024 Annual Meeting, as described below under Item 5.07, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the personal liability of the Company’s officers for monetary damages for any breach of fiduciary duty as an officer, except to the extent such an exemption from liability or limitation thereof is not permitted by the Delaware General Corporation Law (the Amendment). The Amendment became effective upon the Company’s filing of a Certificate of Amendment of Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on May 29, 2024 (the Certificate of Amendment). The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The following is a brief description of each matter voted upon at the 2024 Annual Meeting and the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable.
| 1. | The election of three directors to serve as Class III directors for a three-year term to expire at the 2027 Annual Meeting of Stockholders. The following three Class III directors were elected by the votes indicated: |
| For | Withheld | Broker Non-Votes | ||||||||||
| Melissa McCracken, Ph.D. |
42,225,945 | 51,206 | 6,771,784 | |||||||||
| Jake Simson, Ph.D. |
41,707,583 | 567,084 | 6,774,268 | |||||||||
| Rehan Verjee |
42,228,999 | 48,152 | 6,771,784 | |||||||||
| 2. | The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The appointment was ratified by the votes indicated: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 49,046,425 | 859 | 1,651 | 0 |
| 3. | The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect Delaware law provisions to permit exculpation of certain officers. The proposal was approved by the votes indicated: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 41,217,753 | 1,059,388 | 9 | 6,771,785 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated May 29, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| TYRA BIOSCIENCES, INC. | ||||||
| Date: May 31, 2024 | By: | /s/ Ali Fawaz | ||||
| Name: | Ali Fawaz | |||||
| Title: | General Counsel and Secretary | |||||