X4 Pharmaceuticals Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$XFOR
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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): June 11, 2025 (June 9, 2025)
| (Exact name of registrant as specified in its charter) | ||||||||
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(857 ) 529-8300
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
On June 9, 2025, X4 Pharmaceuticals Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present. The final results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below. These proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2025. As of April 15, 2025, the record date for the Annual Meeting, there were 173,662,376 shares of common stock, par value $0.001 per share, outstanding and entitled to vote. All votes and corresponding numbers in this Current Report on Form 8-K are represented on a pre-reverse stock split basis as of the April 15, 2025 record date of the Annual Meeting, which preceded the April 28, 2025 effective date of the Company's 1-for-30 reverse stock split.
Proposal 1 - Election of Directors
The Company’s stockholders elected the person listed below as director, to serve until the Company’s 2028 Annual Meeting of Stockholders and until their respective successor is duly elected and qualified or until their earlier death, resignation of removal. The votes cast were as follows:
Nominees | For | Withheld | Broker Non-Votes | ||||||||||||||||||||||||||
| R. Keith Woods | 52,191,014 | 29,872,082 | 53,811,292 | ||||||||||||||||||||||||||
Proposal 2 – Ratification of the Selection of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes cast were as follows:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||||
| 128,889,553 | 6,595,740 | 389,095 | — | |||||||||||||||||||||||||||||
Proposal 3 – Non-Binding Advisory “Say-On-Pay” Vote on Named Executive Officer Compensation
The Company’s stockholders approved, by a non-binding “say-on-pay” vote, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement relating to the Annual Meeting. The votes cast were as follows:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||||
| 67,793,970 | 12,234,847 | 2,034,279 | 53,811,292 | |||||||||||||||||||||||||||||
SIGNATURE
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.
| X4 PHARMACEUTICALS, INC. | |||||||||||
| Date: June 11, 2025 | By: | /s/ Adam S. Mostafa | |||||||||
| Name: Adam S. Mostafa | |||||||||||
| Title: Chief Financial Officer | |||||||||||