UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM8-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): May 31, 2019
EPIZYME, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-35945 | 26-1349956 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 400 Technology Square, Cambridge, Massachusetts | 02139 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:(617) 229-5872
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange on which registered | ||
| Common stock, $0.0001 par value | EPZM | 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) orRule 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 5.07 | Submission of Matters to a Vote of Security Holders |
Epizyme, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 31, 2019. The following is a summary of the matters voted on at that meeting.
| a) | The stockholders of the Company elected Michael F. Giordano, M.D., David M. Mott and Richard F. Pops. as class III directors, each for a three-year term ending at the annual meeting of stockholders to be held in 2022. The results of the stockholders’ vote with respect to the election of the class III directors were as follows: |
Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
Michael F. Giordano, M.D. | 66,225,014 | 2,052,823 | 9,207,236 | |||||||||
David M. Mott | 60,766,060 | 7,511,777 | 9,207,236 | |||||||||
Richard F. Pops. | 42,171,864 | 26,105,973 | 9,207,236 | |||||||||
| b) | The stockholders of the Company ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The results of the stockholders’ vote with respect to such ratification were as follows: |
For | Against | Abstain | Broker Non-Votes | |||||||||
77,414,428 | 70,018 | 627 | — | |||||||||
| c) | The stockholders of the Company approved the non-binding, advisory proposal on the compensation of the Company’s named executive officers. The results of the stockholders’ vote with respect to thenon-binding, advisory proposal were as follows: |
For | Against | Abstain | Broker Non-Votes | |||||||||
69,986,096 | 280,463 | 11,278 | 9,207,236 | |||||||||
| d) | The stockholders of the Company recommended, in anon-binding, advisory vote, that future advisory votes on the compensation of the Company’s named executive officers be held every year. The results of the stockholders’ vote with respect to thenon-binding, advisory proposal were as follows: |
Every 1 | Every 2 Years | Every 3 Years | Abstain | Broker Non-Votes | ||||||||||||
68,126,919 | 16,475 | 117,257 | 17,186 | 9,207,236 | ||||||||||||
After taking into consideration the foregoing voting results and the Board’s prior recommendation in favor of an annual advisory stockholder vote on the compensation of the Company’s named executive officers, the Board intends to hold future advisory votes on the compensation of the Company’s named executive officers every year.
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.
| EPIZYME, INC. | ||||||
| Date: June 3, 2019 | By: | /s/ Robert B. Bazemore | ||||
Robert B. Bazemore | ||||||
President and Chief Executive Officer | ||||||