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): June 17, 2021
Humanigen, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-35798 | | 77-0557236 |
(State or other Jurisdiction of
Incorporation) | | (Commission File No.) | | (IRS Employer Identification No.) |
533 Airport Boulevard, Suite 400
Burlingame, CA 94010
(Address of principal executive offices, including zip code)
(650) 243-3100
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2):
| | ☐ | 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 Symbol(s) | Name of each exchange on which registered |
| Common Stock | HGEN | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 |
The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Humanigen, Inc. (the “Company”) was held on June 17, 2021. Proxies for the Annual Meeting were solicited by the Board of Directors of the Company (the “Board”) pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition. There were 58,656,689 shares of common stock entitled to vote at the Annual Meeting. A total of 39,983,163 shares were represented at the Annual Meeting in person or by proxy. The final votes on the proposals presented at the Annual Meeting were as follows:
Proposal No. 1
Cameron Durrant, M.D, MBA, Ronald Barliant, JD, Ranier Boehm, M.D., MBA, Cheryl Buxton, M.A., and Dale Chappell, M.D., MBA, were elected by a plurality of the votes entitled to vote on the election of directors, to hold office until the 2022 Annual Meeting of Stockholders by the following vote (in each case until their successors are elected and qualified, or until their earlier death, resignation or removal):
| | | | | | | |
| Nominee | | For | | Withheld | | Broker Non-Votes |
| Cameron Durrant, M.D, MBA | | | 26,255,469 | | | | 2,923,125 | | | | 10,804,569 | |
| Ronald Barliant, JD | | | 26,058,454 | | | | 3,120,140 | | | | 10,804,569 | |
| Ranier Boehm, M.D., MBA | | | 26,247,254 | | | | 2,931,340 | | | | 10,804,569 | |
| Cheryl Buxton, M.A. | | | 25,056,609 | | | | 4,121,985 | | | | 10,804,569 | |
| Dale Chappell, M.D., MBA | | | 28,228,502 | | | | 950,092 | | | | 10,804,569 | |
Proposal No. 2
The selection by the Audit Committee of the Board of HORNE LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 was ratified by the following vote:
| For | | | Against | | | Abstain |
| | 39,635,344 | | | | | 181,870 | | | | | 165,949 | |
Proposal No. 3
The compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, compensation tables and narrative discussion was approved, on an advisory basis, by the following vote:
| For | | | Against | | | Abstain | | | Broker Non-Votes |
| 25,343,762 | | | | | 3,647,272 | | | | | 187,560 | | | | 10,804,569 |
Proposal No. 4
The preferred frequency of the advisory vote on the compensation of the Company’s named executed officers returned in favor of every year by the following vote:
| For One Year | | For Two Years | | For Three Years | | Abstain | | Broker Non-Votes |
| | 28,828,888 | | | | 296,354 | | | | 39,240 | | | | 14,112 | | | | 10,804,569 | |
In light of this vote and the Board’s prior recommendation, the Board has determined that the Company will hold an annual non-binding advisory vote on executive compensation. Accordingly, the Company will request an advisory vote on executive compensation every year in its future proxy materials until the next stockholder vote on the frequency of such votes.
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.
| | Humanigen, Inc. |
| | |
| | By: | /s/ Cameron Durrant | |
| | | Name: Cameron Durrant
Title: Chairman of the Board and Chief Executive Officer |
Dated: June 21, 2021
