UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 1, 2023
CymaBay Therapeutics, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-36500 | 94-3103561 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
7575 Gateway Blvd., Suite 110
Newark, CA 94560
(Address of principal executive offices)
(510) 293-8800
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange | ||
| Common stock, $0.0001 par value per share | CBAY | Nasdaq Global Select Market |
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. |
On June 1, 2023, CymaBay Therapeutics, Inc. (“CymaBay”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below is a brief description of each matter considered and voted upon at the Annual Meeting, together with the final tally of the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, including a separate tabulation with respect to each of the seven directors. A more complete description of each matter is set forth in CymaBay’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 19, 2023 (the “Proxy Statement”).
Proposal 1: Election of Directors
CymaBay’s stockholders elected each of the seven directors proposed by CymaBay for election, to serve until the 2024 annual meeting of stockholders, and until their successors are elected and have qualified, or until their earlier death, resignation or removal. The tabulation of votes on this matter was as follows:
| Director Nominee | Shares Voted For | Shares Withheld | ||||||
Janet Dorling | 66,884,798 | 2,264,510 | ||||||
Caroline Loewy | 67,934,388 | 1,214,920 | ||||||
Éric Lefebvre | 68,766,522 | 382,786 | ||||||
Sujal Shah | 68,898,365 | 250,943 | ||||||
Kurt von Emster | 68,869,673 | 279,635 | ||||||
Thomas G. Wiggans | 62,439,407 | 6,709,901 | ||||||
Robert J. Wills | 68,741,560 | 407,748 | ||||||
There were 9,348,565 broker non-votes for this proposal.
Proposal 2: Approval of CymaBay’s 2023 Equity Incentive Plan
CymaBay’s stockholders approved the CymaBay 2023 Equity Incentive Plan. The tabulation of votes on this matter was as follows:
Shares voted for: | 66,116,663 | |||
Shares voted against: | 2,966,392 | |||
Shares abstaining | 66,253 |
There were 9,348,565 broker non-votes for this proposal.
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm
CymaBay’s stockholders ratified the appointment of Ernst & Young LLP as CymaBay’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The tabulation of votes on this matter was as follows:
Shares voted for: | 77,705,662 | |||
Shares voted against: | 731,121 | |||
Shares abstaining | 61,090 |
There were no broker non-votes for this proposal.
Proposal 3: Advisory Vote to Approve the Compensation of our Named Executive Officers as Disclosed in the Proxy Statement
CymaBay’s stockholders approved, by advisory vote, the compensation of our named executive officers as disclosed in the Proxy Statement. The tabulation of votes on this matter was as follows:
Shares voted for: | 67,971,375 | |||
Shares voted against: | 1,098,469 | |||
Shares abstaining | 79,464 |
There were 9,348,565 broker non-votes for this proposal.
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.
| CymaBay Therapeutics, Inc. | ||
| By: | /s/ Sujal Shah | |
| Name: | Sujal Shah | |
| Title: | President and Chief Executive Officer | |
Dated: June 6, 2023
