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 16, 2021
| Summit Therapeutics Inc. |
| (Exact Name of Registrant as Specified in Its Charter) |
| | | |
| Delaware | 001-36866 | 37-1979717 |
(State or Other Jurisdiction
of Incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| | | |
| One Broadway, 14th Floor, Cambridge, MA | 02142 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 617-514-7149
| 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 (see General Instruction 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 Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| Common stock, $0.01 par value per share | SMMT | 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 ☐
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. |
On June 16, 2021, Summit Therapeutics Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). The following matters were submitted to a vote of the Company’s stockholders at the Annual Meeting: (i) the election of five directors to serve until the Company’s 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (ii) the ratification of the appointment of PricewaterhouseCoopers LLP, United States as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; (iii) a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers; and (iv) a non-binding advisory vote to approve the frequency of the advisory vote on the compensation paid to the Company’s named executive officers.
Each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting was approved by the requisite vote of the Company’s stockholders in accordance with the recommendation of the Company’s Board of Directors (the “Board”). Set forth below is the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable:
Proposal 1 Election of Directors Director Nominees | | For | | | Withheld | | | Broker Non-Votes | |
| Robert W. Duggan | | | 61,995,991 | | | | 69,735 | | | | – | |
| Mahkam Zanganeh | | | 61,989,711 | | | | 76,015 | | | | – | |
| Rainer (Ramses) Erdtmann | | | 61,991,629 | | | | 74,097 | | | | – | |
| Ujwala Mahatme | | | 61,991,911 | | | | 73,815 | | | | – | |
| Manmeet S. Soni | | | 61,994,536 | | | | 71,190 | | | | – | |
Proposal 2 | For | Against | Abstain | Broker Non-Votes |
| Ratification of the appointment of PricewaterhouseCoopers LLP, United States | 62,032,851 | 4,813 | 28,062 | – |
Proposal 3 | For | Against | Abstain | Broker Non-Votes |
| Advisory vote on compensation of named executive officers | 61,902,912 | 65,335 | 97,479 | – |
Proposal 4 | 1 Year | 2 Years | 3 Years | Abstain |
| Advisory vote on the frequency of the advisory vote on the compensation of named executive officers | 61,943,565 | 35,100 | 18,046 | 69,015 |
The stockholders approved, on an advisory basis, the holding of the advisory vote on named executive officer compensation annually. Based on the results of the vote, and consistent with the recommendation of the Board to stockholders, the Board has determined to hold a non-binding advisory vote regarding named executive officer compensation annually until the next required non-binding advisory vote on the frequency of holding future votes regarding named executive officer compensation.
SIGNATURE
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, thereunto duly authorized.
| | SUMMIT THERAPEUTICS INC. |
| | |
| | |
| Date: June 21, 2021 | By: | /s/ Robert W. Duggan |
| | | Robert W. Duggan |
| | | Chief Executive Officer |
