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. |
Forte Biosciences, Inc. (the “Company”) held its 2021 annual meeting of stockholders on May 28, 2021 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Company’s 2021 Equity Incentive Plan (the “2021 Plan”). The description of the 2021 Plan is set forth in the Company’s proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 30, 2021, in the section entitled “Proposal No. 3: Approval of the 2021 Equity Incentive Plan” beginning on page 22 of the proxy statement, which is incorporated herein by reference. A copy of the full text of the 2021 Plan is filed as Appendix A to the proxy statement and is incorporated herein by reference. Following the approval of the 2021 Plan at the Annual Meeting, the Company expects that the Board or the Compensation Committee will make grants of awards under the 2021 Plan to eligible participants.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
As set forth above, the Company held the Annual Meeting on May 28, 2021. Of the 13,511,716 shares of the Company’s common stock outstanding as of the record date of March 31, 2021, 10,815,565 shares were represented at the Annual Meeting, either by proxy or by attending the meeting, constituting approximately 80.05% of the outstanding shares of common stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:
| 1. | Election of Class I Directors. The following nominee was elected to serve as a Class I director, to hold office until the Company’s 2024 annual meeting of stockholders or until his respective successor has been duly elected and qualified: |
| Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Donald A. Williams |
8,791,579 | 47,282 | 1,976,704 | |||||||||
| 2. | Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified based on the following results of voting: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 10,780,552 |
852 | 34,161 | — |
| 3. | 2021 Equity Incentive Plan. The Company’s stockholders approved the 2021 Plan. The votes regarding the proposal were as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 8,778,641 |
27,549 | 32,671 | 1,976,704 |
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.
| FORTE BIOSCIENCES, INC. | ||||||
| Date: June 4, 2021 | By: | /s/ Antony Riley | ||||
| Antony Riley Chief Financial Officer | ||||||