| Item 3.03 | Material Modification to Rights of Security Holders. |
At the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Alaunos Therapeutics, Inc. (the “Company”), held on June 13, 2022 and as further described in Item 5.07 below, upon the recommendation of the Company’s Board of Directors (the “Board”), the Company’s stockholders voted on and approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to increase the number of authorized shares of common stock from 350,000,000 shares to 420,000,000 shares.
The foregoing description of the Amendment is qualified, in its entirety, by the full text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
The Amendment became effective on June 16, 2022 upon filing with the Secretary of State of the State of Delaware.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As described under Item 3.03, on June 16, 2022, the Company filed the Amendment with the Secretary of State of the State of Delaware. The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting, at which a quorum was present, was held on June 13, 2022. The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting.
At the Annual Meeting, the stockholders of the Company voted on the following six proposals: (1) to elect the Board’s seven nominees for director to hold office until the Company’s 2023 Annual Meeting of Stockholders (“Proposal 1”); (2) to ratify the selection by the Audit Committee of the Board of RSM US LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2022 (“Proposal 2”); (3) to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2022 (“Proposal 3”); (4) to approve the amendment and restatement of the Company’s Certificate of Incorporation, to, at the discretion of the Board, effect a reverse stock split with respect to the Company’s issued and outstanding common stock, par value $0.001 per share, including stock held by the Company as treasury shares, at a reverse stock split ratio of 1-for-5 to 1-for-15, inclusive (“Proposal 4”), (5) to approve an amendment to the Company’s Certificate of Incorporation to increase the authorized number of shares of common stock from 350,000,000 shares to 420,000,000 shares (“Proposal 5”), and (6) to adjourn the Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 4 and Proposal 5 (“Proposal 6”). The final results of the voting on each proposal are set forth below.
Proposal 1 - Election of Directors
The Company’s stockholders elected all seven persons listed below as directors, each to serve until the Company’s 2023 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The votes cast were as follows:
| | | | | | |
| Nominee | | For | | Withheld | | Broker
Non-Votes |
Christopher Bowden | | 87,762,677 | | 14,293,581 | | 59,208,835 |
Kevin S. Boyle, Sr. | | 94,966,913 | | 7,089,345 | | 59,208,835 |
James Huang | | 76,251,705 | | 25,804,553 | | 59,208,835 |
Robert W. Postma | | 90,077,181 | | 11,979,077 | | 59,208,835 |
Mary Thistle | | 86,401,656 | | 15,654,602 | | 59,208,835 |
Jaime Vieser | | 96,459,951 | | 5,596,307 | | 59,208,835 |
Holger Weis | | 97,397,310 | | 4,658,948 | | 59,208,835 |
