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 13, 2023
Atreca, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-38935 | 27-3723255 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | |
835 Industrial Rd., Suite 400
San Carlos, California | | 94070 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(650) 595-2595
(Registrant’s Telephone Number, Including Area Code)
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 Instructions A.2. below):
| ¨ | 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 Securities Exchange Act of 1934:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, $0.0001 par value per share | | BCEL | | 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 (§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 x
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 proposals set forth below were submitted to the stockholders at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Atreca, Inc. (the “Company”) held on June 13, 2023. Each such proposal was described in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 27, 2023 (the “Proxy Statement”).
There were 32,441,143 shares of the Company’s Class A common stock entitled to vote at the Annual Meeting. There were 23,161,982 shares of the Company’s Class A common stock present or represented by valid proxy at the Annual Meeting. The number of votes cast with respect to each proposal, and if applicable, the number of broker non-votes and abstentions with respect to each proposal, are set forth below.
Proposal 1 – Election of Directors
The Company’s stockholders elected the Class I director nominees below to the Company’s Board of Directors to hold office until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified.
| Class I Director Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Stephen R. Brady | | 10,286,383 | | 169,290 | | 12,706,309 |
| David Lacey, M.D. | | 7,005,665 | | 3,450,008 | | 12,706,309 |
| Lindsey Rolfe, M.D. | | 7,105,375 | | 3,350,298 | | 12,706,309 |
Proposal 2 – Ratification of Appointment of Independent Registered Accounting Firm
The Company’s stockholders ratified the appointment of WithumSmith+Brown, PC as the independent registered public accounting firm of the Company for the year ending December 31, 2023.
| Votes For | | Votes Against | | Abstentions | |
| | 22,910,858 | | | 85,920 | | | 165,204 | |
There were no broker non-votes for Proposal 2.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Atreca, Inc. |
| | |
| Dated: June 15, 2023 | By: | /s/ Courtney J. Phillips |
| | | Courtney J. Phillips |
| | | General Counsel and Corporate Secretary |
