Item 5.03 Amendments to Articles of Incorporation or Bylaws.
On
Item 5.07 Submission of Matters to a Vote of Security Holders.
The following proposals were submitted to the stockholders at the 2021 Annual
Meeting of Stockholders of the Company held on
(i) The election of three Class II Directors, as nominated by the Board of Directors, to hold office until the 2024 Annual Meeting of Stockholders or until their successors are duly elected and qualified;
(ii) The ratification of the appointment of
(iii) A non-binding advisory vote to approve the compensation of the Company's
named executive officers as set forth in the Company's Proxy Statement filed
with the
(iv) To amend and restate the Company's Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 150,000,000 to 250,000,000.
The proposals are described in detail in the Proxy Statement.
The number of shares of common stock entitled to vote at the annual meeting was 93,892,256. The number of shares of common stock present or represented by valid proxy at the annual meeting was 82,917,534. All matters submitted to a vote of the Company's stockholders at the annual meeting were approved and all director nominees were elected.
The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:
(a) Election of Class II Directors.
Director Nominee Votes For Votes Withheld Robert Hershberg, M.D., Ph.D. 75,572,471 1,592,200 William H. Rastetter, Ph.D. 73,277,660 3,887,011 Michael Lee 76,997,343 167,328
There were 5,752,863 broker non-votes regarding the election of directors.
(b) Ratification of Auditors.
Stockholders ratified the appointment of
There were zero broker non-votes regarding this proposal.
(c) Non-binding Advisory Vote on Compensation of Named Executive Officers.
Votes For Votes Against Abstain 75,621,321 1,509,267 34,083
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There were 5,752,863 broker non-votes regarding this proposal.
(d) Amendment to the Company's Amended and Restated Certificate of Incorporation. Votes For Votes Against Abstain 80,381,995 2,442,376 93,163
There were zero broker non-votes regarding this proposal.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation ofFate Therapeutics, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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