Item 3.03. Material Modification to Rights of Security Holders.
PTC Therapeutics, Inc. (the “Company”) held its Annual Meeting on June 8, 2021 (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved an amendment to the Company’s Restated Certificate of Incorporation (the “Restated Certificate”), to increase the number of authorized shares of common stock of the Company from 125,000,000 to 250,000,000. On June 9, 2021, the Company filed a certificate of amendment to the Restated Certificate (the “Certificate of Amendment”) with the Delaware Secretary of State, giving effect to the authorized share increase. The foregoing summary of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting, the stockholders of the Company approved an amendment to the Company’s 2016 Employee Stock Purchase Plan (the “Plan”) to increase the number of shares of common stock authorized for issuance under the Plan from 1,000,000 to 2,000,000 (the Plan as so amended, the “Amended Plan”). The only difference between the terms of the Plan and the Amended Plan is that the Amended Plan provides that an additional 1,000,000 shares of the Company’s common stock may be issued pursuant to the Amended Plan. The foregoing summary of the Amended Plan is qualified in its entirety by reference to the full text of the Amended Plan, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The final results for the votes regarding each proposal at the Annual Meeting are set forth below. As of the record date of the Annual Meeting, April 16, 2021, there were 70,418,067 shares of the Company’s common stock outstanding. Each share of common stock entitled its holder to one vote per share.
The stockholders of the Company elected four Class II directors, each to hold office until the Company’s 2024 annual meeting of stockholders or until his or her successor has been duly elected and qualified, as follows:
| | | |
Director | For | Withheld | Broker Non-Votes |
Emma Reeve | 63,957,342 | 149,380 | 2,228,392 |
Michael Schmertzler | 63,052,545 | 1,054,177 | 2,228,392 |
Glenn D. Steele Jr., M.D., Ph.D. | 63,855,911 | 250,811 | 2,228,392 |
Mary Smith | 64,002,465 | 104,257 | 2,228,392 |
An amendment to the Restated Certificate to increase the number of authorized shares of common stock from 125,000,000 to 250,000,000 was approved by the Company’s stockholders with 65,318,627 votes “For,” 1,007,562 votes “Against,” and 8,925 votes “Abstained.”
An amendment to the Plan to increase the number of shares of common stock authorized for issuance under the Plan from 1,000,000 to 2,000,000 was approved by the Company’s stockholders with 63,819,077 votes “For,” 276,838 votes “Against,” 10,807 votes “Abstained,” and 2,228,392 broker non-votes.
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified by the Company’s stockholders with 66,168,440 votes “For,” 127,352 votes “Against,” and 39,322 votes “Abstained.”
The non-binding advisory proposal on named executive officer compensation was approved by the Company’s stockholders with 62,819,789 votes “For,” 1,238,777 votes “Against,” 48,156 votes “Abstained,” and 2,228,392 broker non-votes.
