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
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Date of Report (Date of earliest event reported): June 23, 2023 |
IGM Biosciences, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-39045 | 77-0349194 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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325 E. Middlefield Road | |
Mountain View, California | | 94043 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (650) 965-7873 |
(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:
☐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:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Common Stock, par value $0.01 per share | | IGMS | | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
See the information set forth below in Item 5.07 of this Current Report on Form 8-K, which is incorporated into this Item 5.02 by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 23, 2023, IGM Biosciences, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). Of the 29,508,089 shares of common stock outstanding of April 25, 2023, the record date for the Annual Meeting, 26,115,136 shares of common stock were present in person (including virtually) or by proxy at the Annual Meeting, representing approximately 88.5% of the shares entitled to vote at the Annual Meeting and constituting a quorum for the transaction of business. The proposals voted upon at the meeting and the final voting results with respect to each proposal are as set forth below.
Proposal 1: Election of Directors
Each of the following nominees was elected to serve as a Class I director to serve until the Company’s 2026 annual meeting of stockholders or until his or her respective successor is duly elected and qualified.
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Nominee | | For | | | Withheld | | | Broker Non-Votes | |
Julie Hambleton, M.D. | | | 23,626,729 | | | | 1,022,534 | | | | 1,465,873 | |
William Strohl, Ph.D. | | | 23,636,208 | | | | 1,013,055 | | | | 1,465,873 | |
Jakob Haldor Topsøe | | | 23,635,477 | | | | 1,013,786 | | | | 1,465,873 | |
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2023 was ratified.
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For | | | Against | | | Abstain | | | Broker Non-Votes |
| 26,016,059 | | | | 7,302 | | | | 91,775 | | | N/A |
Proposal 3: Approval of the IGM Biosciences, Inc. Amended and Restated 2018 Omnibus Incentive Plan
The approval of the amendment and restatement of the Company's 2018 Omnibus Incentive Plan, which increases the number of shares authorized for issuance thereunder by 2,160,000 shares, was approved.
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For | | | Against | | | Abstain | | | Broker Non-Votes |
| 20,783,883 | | | | 3,862,816 | | | | 2,564 | | | 1,465,873 |
A description of the amended and restated 2018 Omnibus Incentive Plan is included in Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 27, 2023, which description is incorporated herein by reference. Such description does not purport to be complete, and is qualified in its entirety by reference to the amended and restated 2018 Omnibus Incentive Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
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Date: | June 27, 2023 | By: | /s/ Misbah Tahir |
| | | Misbah Tahir
Chief Financial Officer |
