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):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
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 (§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.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On June 16, 2021, Matthew Arnold notified Solid Biosciences Inc. (the “Company”) of his decision to resign as a member of the Board of Directors of the Company (the “Board”), effective as of the close of business on June 16, 2021. Mr. Arnold’s decision to resign from the Board was not due to a disagreement on any matter related to the Company’s operations, policies or practices.
(e) The Company held its Annual Meeting of Stockholders on June 16, 2021 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2020 Stock Incentive Plan (the “Plan Amendment”) to reserve an additional 7,000,000 shares of common stock, $0.001 par value per share, of the Company (the “common stock”) for issuance under the plan, increasing the total number of shares of common stock authorized for issuance thereunder from 7,879,025 shares to 14,879,025. The Plan Amendment had previously been approved by the Board, subject to stockholder approval.
At the Annual Meeting, the Company’s stockholders also approved the Solid Biosciences Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), which had previously been approved by the Board, subject to stockholder approval.
A description of the material terms and conditions of the Plan Amendment and the ESPP is set forth in “Proposal No. 3—Approval of an Amendment to the 2020 Equity Incentive Plan” and “Proposal No. 4—Approval of the Adoption of the Solid Biosciences Inc. 2021 Employee Stock Purchase Plan” of the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 28, 2021, and is incorporated herein by reference. A complete copy of the Plan Amendment is attached hereto as Exhibit 99.1 and a complete copy of the ESPP is attached hereto as Exhibit 99.2, each of which are incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 16, 2021, the Company held its Annual Meeting to consider and vote upon the matters listed below. The following is a summary of the matters voted on at that meeting.
| 1. | The Company’s stockholders elected Martin Freed, Ilan Ganot, Georgia Keresty and Ian Smith as Class III directors to serve until the 2024 Annual Meeting of Stockholders, each director to hold office until his or her successor has been duly appointed and qualified. The results of the stockholders’ vote with respect to the election of such Class III directors were as follows: |
| Votes For |
Votes |
Votes |
Broker |
|||||||||||||
| Martin Freed |
83,935,802 | 105,204 | 3,157,757 | 6,791,113 | ||||||||||||
| Ilan Ganot |
84,009,106 | 105,225 | 3,084,432 | 6,791,113 | ||||||||||||
| Georgia Keresty |
87,071,918 | 89,851 | 36,994 | 6,791,113 | ||||||||||||
| Ian Smith |
83,554,159 | 138,248 | 3,506,356 | 6,791,113 | ||||||||||||
| 2. | The Company’s stockholders ratified the appointment of PricewaterhouseCoopersLLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The results of the stockholders’ vote with respect to such ratification were as follows: |
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 93,797,607 |
55,053 | 137,216 | 0 |
| 3. | The Company’s stockholders approved the amendment to the Solid Biosciences Inc. 2020 Equity Incentive Plan. The results of the stockholders’ vote with respect to such plan amendment were as follows: |
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 82,949,701 |
306,015 | 3,943,047 | 6,791,113 |
| 4. | The Company’s stockholders approved the Solid Biosciences Inc. 2021 Employee Stock Purchase Plan. The results of the stockholders’ vote with respect to such plan were as follows: |
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 83,100,398 |
147,027 | 3,951,338 | 6,791,113 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| 99.1 | Amendment No. 1 to 2020 Stock Incentive Plan | |
| 99.2 | 2021 Employee Stock Purchase Plan | |
| 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.
| SOLID BIOSCIENCES INC. | ||||||
| Date: June 17, 2021 | By: | /s/ Ilan Ganot | ||||
| Name: | Ilan Ganot | |||||
| Title: | Chief Executive Officer | |||||