Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 3, 2024, the board of directors (the “Board”) of Fate Therapeutics, Inc. (the “Company”) appointed J. Scott Wolchko, the Company’s President and Chief Executive Officer, to succeed Edward J. Dulac III as the Company’s Chief Financial Officer and also serve as the Company’s principal financial and accounting officer, effective immediately after Mr. Dulac’s resignation. As previously disclosed by the Company on May 31, 2024, Mr. Dulac provided notice of his resignation from his position as the Company’s Chief Financial Officer on May 30, 2024, which resignation shall be effective as of June 14, 2024. Mr. Wolchko previously served as the Chief Financial Officer of the Company from the commencement of its operations until August 2020. Biographical and compensation information for Mr. Wolchko is available in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 26, 2024 (the “Proxy Statement”), and such information is incorporated herein by reference. There have been no changes to Mr. Wolchko’s compensation arrangements in connection with the foregoing appointments. Except as described in the Proxy Statement, there are no understandings or arrangements between Mr. Wolchko and any other person pursuant to which he was appointed as Chief Financial Officer or principal financial and accounting officer of the Company, and Mr. Wolchko has no material interest in any transaction or proposed transaction in which the Company is or is to be a party. Mr. Wolchko has no family relationship with any director or executive officer of the Company.
As described below in Item 5.07 of this Current Report on Form 8-K, on June 7, 2024, the stockholders of the Company approved an amendment and restatement to the Company’s 2022 Stock Option and Incentive Plan (as amended and restated, the “2022 A&R Plan”) to increase the maximum number of shares available under such plan by an additional 8,000,000 shares. A copy of the 2022 A&R Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The following proposals were submitted to the stockholders at the Annual Meeting held on June 7, 2024:
(i) The election of three Class II Directors, as nominated by the Board, to hold office until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified;
(ii) The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024;
(iii) A non-binding advisory vote to approve the compensation of the Company’s named executive officers as set forth in the Proxy Statement;
(iv) The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to include an officer exculpation provision that limits the liability of certain of our officers as permitted under current Delaware law;
(v) The approval of an amendment and restatement of the Company’s 2022 Stock Option and Incentive Plan (as amended and restated, the “2022 A&R Plan”) to increase the number of shares of common stock reserved for issuance thereunder; and
(vi) The approval of the adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve any of the above proposals.
