| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 22, 2020, as approved by the Company’s stockholders on January 21, 2020 as described below under Item 5.07 and the Company’s board of directors as described below under Item 8.01, the Company filed a certificate of amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock at a ratioof 1-for-40, effective at 4:30 p.m. Eastern Time on January 22, 2020.
The Certificate of Amendment is filed as Exhibit 3.1 to this Current Report onForm 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On January 21, 2020, Sierra Oncology, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). The following is a brief description of each matter voted upon and the certified voting results.
| (1) | An amendment to the Company’s certificate of incorporation to effect a reverse stock split at a ratio not less than1-for-20 and not greater than1-for-50, with the exact ratio to be set within that range at the discretion of the Company’s board of directors before December 31, 2020, without further approval or authorization of the Company’s stockholders (“Proposal 1”). |
| | | | | | |
| For | | Against | | Abstain | | Broker
Non-votes |
| 350,764,492 | | 10,203,906 | | 176,090 | | — |
Pursuant to the foregoing votes, Proposal 1 was adopted at the Special Meeting.
| (2) | Amendments to the Company’s 2015 Equity Incentive Plan to (i) increase the authorized number of shares available for issuance thereunder by 172,500,000(pre-split) shares and proportionately increase the share limit related to incentive stock options thereunder, each on apre-split basis , (ii) provide limits on the total value of compensation that may be granted to anynon-employee director in each calendar year, and (iii) eliminate the annual individual grant limit to reflect changes to the tax law in 2017 tax legislation (“Proposal 2”). |
| | | | | | |
| For | | Against | | Abstain | | Broker
Non-votes |
| 300,716,807 | | 13,889,297 | | 94,449 | | 46,443,935 |
Pursuant to the foregoing votes, Proposal 2 was adopted at the Special Meeting.
The Company’s board of directors has determined to set the reverse stock split ratio at1-for-40. The effective date of the reverse stock split is 4:30 p.m. Eastern Time on January 22, 2020, and the shares will begin trading on a split-adjusted basis on January 23, 2020.
Upon the effectiveness of the reverse stock split on January 22, 2020, every 40 shares of the Company’s issued and outstanding common stock will be automatically combined and reclassified into one issued and outstanding share of the Company’s common stock. The reverse stock split will not affect any stockholder’s ownership percentage of the Company’s common stock, alter the par value of the Company’s common stock, or modify any voting rights or other terms of the Company’s common stock.
At the market open on January 23, 2020, the Company’s common stock will continue to trade on The Nasdaq Global Market under the symbol “SRRA,” but will be assigned a new CUSIP number (82640U404) and will trade on a split-adjusted basis.
On January 22, 2020, the Company issued a press release announcing the foregoing. A copy of the press release is filed as Exhibit 99.1 to this report.
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