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)
February 8, 2022
Twist Bioscience Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-38720 | 46-2058888 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I. R. S. Employer Identification No.) |
681 Gateway Boulevard
South San Francisco, CA 94080
(Address of principal executive offices, including ZIP code)
(800) 719-0671
(Registrant’s telephone number, including area code)
Not Applicable
(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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | TWST | 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 5.07. | Submission of Matters to a Vote of Security Holders. |
The 2022 Annual Meeting of Stockholders of Twist Bioscience Corporation (the “Company”), was held on February 8, 2022 (the “Annual Meeting”). At the Annual Meeting, there were present, in person or by proxy, holders of 46,927,294 shares of common stock, or approximately 92.49% of the total outstanding shares eligible to be voted. The holders present voted on the four proposals presented at the Annual Meeting as follows.
Proposal One — Election of Directors
The Company’s stockholders approved the election of four directors to the Company’s Board of Directors (“Board”) as Class I Directors by the following votes:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Nelson Chan | 20,458,698 | 22,179,796 | 4,288,800 | |||||||||
| Xiaoying Mai | 33,534,446 | 9,104,048 | 4,288,800 | |||||||||
| Robert Ragusa | 30,114,102 | 12,524,392 | 4,288,800 | |||||||||
| Melissa A. Starovasnik | 42,463,236 | 175,258 | 4,288,800 | |||||||||
Proposal Two — Non-Binding, Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers (“NEOs”)
The Company’s stockholders approved, on a non-binding and advisory basis, a resolution approving the compensation of the Company’s NEOs by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 36,736,935 | 5,872,414 | 29,145 | 4,288,800 | |||||||||||
Proposal Three — Ratification of Appointment of Independent Registered Accounting Firm
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the fiscal year ending September 30, 2022 by the following votes:
| Votes For | Votes Against | Abstentions | ||||||||
| 46,858,618 | 31,741 | 36,935 | ||||||||
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.
| Date: February 9, 2022 | Twist Bioscience Corporation |
/s/ William E. Solis | |
| William E. Solis | |
| Associate General Counsel, Corporate and Assistant Secretary |