Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.


(e)

On June 9, 2022, the stockholders of Regulus Therapeutics Inc. (referred to herein as "we," "us" or the "Company") approved the Regulus Therapeutics Inc. 2022 Employee Stock Purchase Plan (the "2022 ESPP") as described in Item 5.07 below. A summary of the principal features of the 2022 ESPP is set forth under the heading "Description of the 2022 Employee Stock Purchase Plan" contained in the Company's Definitive Proxy Statement on Schedule 14A , filed with the Securities and Exchange Commission April 27, 2022. The summary is qualified in its entirety by reference to the 2022 ESPP, filed as Exhibit 99.1 to this report.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2022 Annual Meeting of Stockholders of Company was held on June 9, 2022. As of April 12, 2022, the record date for the Annual Meeting of Stockholders, 145,981,180 shares of common stock were issued and outstanding. A summary of the matters voted upon at the Annual Meeting of Stockholders and the final voting results are set forth below.

Proposal 1. Election of Directors



The ten persons listed below were elected as directors at the Annual Meeting of
Stockholders, each to serve until the Company's 2023 Annual Meeting of
Stockholders and until their respective successors are duly elected and
qualified.

                              Votes For    Votes Withheld   Broker Non-Votes
David Baltimore, Ph.D.        76,688,662     3,567,436         29,102,983
Kathryn J. Collier            76,635,900     3,620,198         29,102,983
Joseph P. Hagan               76,725,654     3,530,444         29,102,983
Alice S. Huang, Ph.D.         76,698,348     3,557,750         29,102,983
Jake R. Nunn                  72,662,876     7,593,222         29,102,983

Stelios Papadopoulos, Ph.D. 76,480,693 3,775,405 29,102,983 William Rastetter, Ph.D. 76,494,568 3,761,530 29,102,983 Hugh Rosen, M.D., Ph.D. 76,709,563 3,546,535 29,102,983 Simos Simeonidis, Ph.D. 76,707,003 3,549,095 29,102,983 Pascale Witz, MBA, MSc 76,688,309 3,567,789 29,102,983

Proposal 2. The Company's stockholders approved an amendment to our amended and restated certificate of incorporation to effect a reverse stock split of our common stock at a ratio in the range of 1-for-5 to 1-for-20, with such ratio to be determined in the discretion of our board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by our board of directors in its sole discretion:



Votes For    Votes Against   Abstentions
99,369,941     9,667,823       321,317


Proposal 3. The Company's stockholders approved an amendment to our amended and restated certificate of incorporation to reduce, if and only if proposal 2 is both approved and implemented, the number of authorized shares of our common stock to 300,000,000 shares.



Votes For    Votes Against   Abstentions
99,021,045     9,912,483       425,553


Proposal 4. The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers.

Votes For Votes Against Abstentions Broker Non-Votes 74,847,744 4,844,630 563,724 29,102,982

Proposal 5. The Company's stockholders ratified the selection by the audit committee of the board of directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2022.



 Votes For    Votes Against   Abstentions
103,788,623     4,753,593       816,865


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Proposal 6. The Company's stockholders approved the Regulus Therapeutics Inc. 2022 Employee Stock Purchase, pursuant to which 1,291,072 shares of our common stock will be available for sale and issuance to our employees.

Votes For Votes Against Abstentions Broker Non-Votes 75,984,186 4,150,212 121,700 29,102,982

Proposal 7. The Company's stockholders approved the authorization to adjourn the annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 2 or Proposal 6.



Votes For    Votes Against   Abstentions
99,108,289     9,671,878       578,914


Item 9.01 Financial Statements and Exhibits.




(d)  Exhibits.

Exhibit
  No.       Description

99.1          Regulus Therapeutics Inc. 2022 Employee Stock Purchase Plan

104         Cover Page Interactive Data File (the cover page XBRL tags are
            embedded within the inline XBRL document)

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