Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year
On June 30, 2022, HOOKIPA Pharma Inc. (the "Company") filed a Certificate of
Amendment to its Amended and Restated Certificate of Incorporation, as amended,
(the "Certificate of Amendment") with the Secretary of State of the State of
Delaware, to increase the number of authorized shares of the Company's common
stock, par value $0.0001 per share ("Common Stock") from 100,000,000 authorized
shares to 200,000,000 authorized shares. The additional common stock authorized
by the Certificate of Amendment has rights identical to the Company's currently
outstanding common stock.
A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and is
incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its previously announced Annual Meeting of Stockholders (the
"Annual Meeting") on June 30, 2022, at which a quorum was present. As of
April 13, 2022, the record date for the Annual Meeting, there were 50,872,734
shares of the Company's Common Stock outstanding and entitled to vote at the
Annual Meeting. The Company's stockholders voted on the following matters, which
are described in detail in the Company's Definitive Proxy Statement filed with
the U.S. Securities and Exchange Commission on May 16, 2022: (i) to elect Julie
O'Neill and Reinhard Kandera as Class III directors of the Company each to serve
for a three-year term expiring at the Company's annual meeting of stockholders
in 2025 and until their successors have been elected and qualified
("Proposal 1"), (ii) to ratify the appointment of PwC Wirtschaftsprüfung GmbH as
the Company's independent registered public accounting firm for the fiscal year
ending December 31, 2022 ("Proposal 2"), (iii) to approve an amendment to the
Company's Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation") to increase the total number of authorized shares of Common
Stock from 100,000,000 shares to 200,000,000 shares ("Proposal 3"), (iv) to
authorize an amendment to the Certificate of Incorporation to effect a reverse
stock split of the Common Stock (without reducing the authorized number of
shares of Common Stock), in the range of 1-for-2 to 1-for-10, if and when
determined by the Company's board of directors ("Proposal 4"), and (v) to
approve an amendment to the Company's 2019 Stock Option and Incentive Plan (the
"Plan") to increase the maximum number of shares of Common Stock reserved and
available for issuance under the Plan by 1,000,000 shares ("Proposal 5").
The Company's stockholders approved the Class III director nominees recommended
for election in Proposal 1 at the Annual Meeting. The Company's stockholders
voted for the Class III directors as follows:
Broker Non-
Class III Director Nominee For Withhold Votes
Julie O'Neill 30,759,993 1,003,844 7,805,414
Reinhard Kandera 25,883,390 5,880,447 7,805,414
The Company's stockholders approved Proposal 2. The votes cast at the Annual
Meeting were as follows:
For Against Abstain
39,000,736 418,404 150,111
The Company's stockholders approved Proposal 3. The votes cast at the Annual
Meeting were as follows:
For Against Abstain
31,364,292 8,142,221 62,738
The Company's stockholders approved Proposal 4. The votes cast at the Annual
Meeting were as follows:
For Against Abstain
29,546,720 9,929,187 93,344
The Company's stockholders approved Proposal 5. The votes cast at the Annual
Meeting were as follows:
For Against Abstain Broker Non-Votes
23,315,702 8,422,262 25,873 7,805,414
No other matters were submitted to or voted on by the Company's stockholders at
the Annual Meeting.
Item 9.01. Exhibits
(d) Exhibits
3.1 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of HOOKIPA Pharma Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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