UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Catalyst Biosciences, Inc. (the “Company”) 2018 Omnibus Incentive Plan, as amended
At the Annual Meeting of Stockholders of the Company held online via live audio webcast on June 9, 2021 (the “Annual Meeting”), the stockholders of the Company approved an amendment to the Company’s 2018 Omnibus Incentive Plan, as amended (the “2018 Plan”), to increase the number of shares of common stock reserved for issuance under the 2018 Plan by 2,500,000 shares, to a total of 5,300,000 shares including shares originally included in the 2018 Plan when it was first adopted. The amendment to the 2018 Plan had been previously approved by the Company’s Board of Directors, subject to stockholder approval, and became effective immediately upon stockholder approval at the Annual Meeting.
The foregoing description of the 2018 Plan is only a summary and a more detailed summary of the material features of the 2018 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on April 27, 2021 (the “Initial Proxy Statement”), as supplemented by the supplement to the Initial Proxy Statement filed with the SEC on May 20, 2021 (the “Supplement” and, together with the Initial Proxy Statement, the “Proxy Statement”). The description is qualified in its entirety by reference to the full text of the 2018 Plan, which is attached as Appendix A to the Initial Proxy Statement, and is incorporated herein by reference as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, there were present, in person virtually or by proxy, holders of 25,242,893 shares of common stock, or approximately 80.52% of the total outstanding shares eligible to be voted. The final voting results with respect to each proposal presented at the Annual Meeting is set forth below:
Proposal 1 – Election of Directors
The Company’s stockholders approved the election of two Class III directors to the Company’s Board for three year terms or until their respective successors are elected and qualified or until their earlier resignation or removal, by the following votes:
| Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||
| Errol B. De Souza, Ph.D. |
15,351,802 | 2,756,965 | 7,134,126 | |||
| Sharon Tetlow |
16,219,366 | 1,889,401 | 7,134,126 |
Proposal 2 – Approval of the 2018 Plan
The Company’s stockholders approved the 2018 Plan by the following votes:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Vote | |||
| 13,636,195 |
4,462,183 | 10,389 | 7,134,126 |
Proposal 3 – Approval of the Compensation of the Company’s Named Executive Officers
The Company’s stockholders approved the compensation of the Company’s Named Executive Officers on a non-binding, advisory basis by the following votes:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Vote | |||
| 15,954,188 |
2,118,540 | 36,039 | 7,134,126 |
Proposal 4 – Ratification of Appointment of Independent Registered Accounting Firm
The Company’s stockholders ratified the appointment of EisnerAmper LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2021 by the following votes:
| Votes For |
Votes Against |
Abstentions | ||
| 24,162,144 |
1,040,164 | 40,585 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1* | Catalyst Biosciences, Inc. 2018 Omnibus Incentive Plan (incorporated by reference to Appendix A of the definitive proxy statement for the Annual Meeting filed by the Company on April 27, 2021). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Management contract or compensatory plan or arrangement. |
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.
| CATALYST BIOSCIENCES, INC. | ||||||
| Date: June 10, 2021 | /s/ Clinton Musil | |||||
| Clinton Musil | ||||||
| Chief Financial Officer | ||||||