UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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. ☐
Explanatory Note
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held the Annual Meeting on September 19, 2023. As of the close of business on August 17, 2023, the record date of the Annual Meeting, 36,281,772 shares of the Company’s common stock were outstanding and entitled to vote.
Set forth below are the final voting results for the Annual Meeting as certified by the independent inspector of elections for the Annual Meeting, as well as a brief description of the proposals voted on at the Annual Meeting. The results remain unchanged from the preliminary results the Company previously disclosed on the Original 8-K. 27,582,102 shares the Company’s common stock were voted in person or by proxy at the Annual Meeting, representing 76.02% percent of the shares entitled to be voted.
| 1. | Election of Class III Directors. Lawrence Eichenfield, M.D. and Paul A. Wagner, Ph.D. were elected to serve as Class III directors, to hold office until the Company’s 2026 annual meeting of stockholders or until his respective successor is duly elected and qualified. The final votes for each nominee to serve as a Class III director are set forth below: |
| Nominee |
Votes For | Votes Withheld | ||||||
| Lawrence Eichenfield, M.D. |
16,396,500 | 11,097,526 | ||||||
| Paul A. Wagner, Ph.D. |
16,831,738 | 10,662,288 | ||||||
| Chris McIntyre |
10,627,041 | 16,348,276 | ||||||
| Michael G. Hacke |
11,064,021 | 15,911,296 | ||||||
| 2. | Advisory Vote on Executive Compensation. The Company’s stockholders advised that they were not in favor of the named executive officers’ compensation for 2022 as disclosed in the proxy statement. The votes regarding the proposal were as follows: |
| Votes For |
Votes Against |
Abstentions | ||
| 9,907,983 |
11,751,111 | 5,835,028 |
| 3. | Frequency of Advisory Vote on Executive Compensation. The Company’s stockholders advised that they were in favor of future advisory votes on named executive officers’ compensation every year. The votes regarding the proposal were as follows: |
| One Year |
Two Years |
Three Years |
Abstentions | |||
| 13,958,000 |
35,449 | 9,869,970 | 3,630,703 |
The Board will meet to discuss the stockholder’s recommendation and make a determination regarding the frequency of future say-on-pay votes. Such determination will be disclosed on an amendment to this Current Report on Form 8-K once approved by the Board.
| 4. | 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, 2023 was ratified based on the following results of voting: |
| Votes For |
Votes Against |
Abstentions | ||
| 17,303,222 |
3,776,436 | 6,502,444 |
| 5. | Approval of the Amended and Restated 2021 Equity Incentive Plan. The Company’s stockholders approved the adoption of the Amended and Restated 2021 Equity Incentive Plan. The votes regarding the proposal were as follows: |
| Votes For |
Votes Against |
Abstentions | ||
| 16,838,182 |
8,502,806 | 2,103,978 |
| 6. | Shareholder Proposal to Amend the Amended and Restated Bylaws. The Company’s stockholders voted against the amendment of the Company’s Amended and Restated Bylaws. The votes regarding the proposal were as follows: |
| Votes For |
Votes Against |
Abstentions | ||
| 10,813,380 |
14,810,177 | 1,870,565 |
| 7. | Advisory Vote on Shareholder Proposal to Remove the Company’s Preferred Stock Rights Agreement. The Company’s stockholders voted against the removal of the Company’s Preferred Stock Rights Agreement. The votes regarding the proposal were as follows: |
| Votes For |
Votes Against |
Abstentions | ||
| 11,096,793 |
14,525,586 | 1,871,743 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 104 | The cover page of this Current Report on Form 8-K, formatted in 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.
| FORTE BIOSCIENCES, INC. | ||||||
| Date: September 26, 2023 | By: | /s/ Antony Riley | ||||
| Antony Riley Chief Financial Officer | ||||||