Section 5—Corporate Governance and Management
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Special Meeting of Stockholders of Aduro Biotech, Inc. (the “Company” or “Aduro”) held on October 1, 2020, virtually, (the “Special Meeting”), as described below, the Company’s stockholders approved an amendment to the amended and restated certificate of incorporation of Aduro to effect a reverse stock split of Aduro’s issued and outstanding common stock within a range, as determined by the Aduro board of directors, of every two to five shares (or any number in between) of outstanding Aduro common stock being combined and reclassified into share of Aduro common stock (the “Charter Amendment”).
On October 1, 2020, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware to effect the reverse stock split. As a result of the reverse stock split, the number of issued and outstanding shares of Aduro’s common stock immediately prior to the reverse stock split was reduced to a smaller number of shares, such that every five shares of Aduro’s common stock held by a stockholder immediately prior to the reverse stock split were combined and reclassified into one share of Aduro’s common stock.
The foregoing description of the Charter Amendment is not complete and is subject to and qualified in their entirety by reference to the amendment to the Company’s amended and restated certificate of incorporation, a copy of which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Special Meeting the stockholders of the Company voted as set forth below on the following proposals, each of which is described in detail in the Company’s proxy statement/prospectus filed with the Securities and Exchange Commission on August 26, 2020 (the “Notice”) in connection with the transactions contemplated by the Agreement and Plan of Merger and Reorganization, dated as of June 1, 2020, by and among Aduro, Chinook Therapeutics U.S., Inc. (“Chinook”) and Aspire Merger Sub, Inc. (“Merger Sub”), as amended (the “Merger Agreement”), pursuant to which Merger Sub merged with and into Chinook, with Chinook surviving as a wholly owned subsidiary of Aduro, and the surviving corporation of the merger (referred to herein as the “merger”).
As of August 12, 2020, the record date for the Special Meeting, there were 81,168,129 shares of common stock of the Company outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 71,177,994 shares of common stock, representing approximately 87.7% of the shares entitled to vote, were present in person or represented by proxy, constituting a quorum to conduct business. At the Special Meeting, Company stockholders considered three proposals, each of which is described in more detail in the Notice. The final results regarding each proposal are set forth below.
Proposal 1—To approve the issuance of shares of Aduro common stock to Chinook securityholders pursuant to the terms of the Merger Agreement and the change of control resulting from the merger.
| | | | | | |
| Final Voting Results |
| | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 55,168,606 | | 6,941,727 | | 144,846 | | 8,922,815 |
Proposal 2—To approve an amendment to the amended and restated certificate of incorporation of Aduro to effect a reverse stock split of Aduro’s issued and outstanding common stock within a range, as determined by the Aduro board of directors, of every two to five shares (or any number in between) of outstanding Aduro common stock being combined and reclassified into one share of Aduro common stock.
| | | | | | |
| Final Voting Results |
| | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 64,431,080 | | 6,485,456 | | 261,458 | | — |
Proposal 3—To approve the possible adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1 and 2.
| | | | | | |
| Final Voting Results |
| | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 62,321,928 | | 8,651,277 | | 204,789 | | — |
