UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 15, 2022
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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(Address of principal executive offices)
(650 ) 871-0761
(Registrant’s telephone number, including area code)
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 5.07 |
Submission of Matters to a Vote of Security Holders.
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At the 2022 annual meeting of stockholders (the “Annual Meeting”) of Catalyst Biosciences, Inc. (the “Company”), there were present, in person or by proxy, holders of
18,077,980 shares of common stock, or approximately 57.4 % 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 three Class I directors to the Company’s Board of Directors for three year terms or until their respective successors
are elected and qualified or until their earlier resignation or removal, by the following votes:
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Augustine Lawlor
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14,954,238
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2,522,370
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601,372
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Dr. Geoffrey Ling
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16,400,073
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1,076,535
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601,372
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Eddie Williams
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16,399,806
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1,076,802
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601,372
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Proposal 2 – 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:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Vote
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13,562,097
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3,818,837
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95,674
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601,372
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Proposal 3 – 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, 2022
by the following votes:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Vote
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18,056,927
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9,483
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11,570
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0
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Proposal 4 – Approval of the Company’s amendment to the Fourth Amended and Restated Certificate of Incorporation, as amended, to provide for the
declassification of the Board (the “Amendment”)
The Company’s stockholders did not approve the Amendment by the following votes:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Vote
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14,007,768
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886,646
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2,582,194
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601,372
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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.
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CATALYST BIOSCIENCES, INC.
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Date: August 15, 2022
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/s/ Nassim Usman
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Nassim Usman, Ph.D.
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President and Chief Executive Officer
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