Cogent Biosciences (COGT) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): June 18, 2019

UNUM THERAPEUTICS INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38443	46-5308248
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

200 Cambridge Park Drive, Suite 3100 Cambridge, Massachusetts	02140
(Address of registrant’s principal executive office)	(Zip code)

(617)945-5576 (Registrant’s telephone number, including area code)

N/A

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425)

☐ 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 symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 Par Value	UMRX	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 or Rule12b-2 of the Securities Exchange Act of 1934.

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.

Unum Therapeutics Inc. (the “Company”) held its annual meeting (the “Annual Meeting”) of stockholders on June 18, 2019. The following proposals were submitted to the stockholders at Annual Meeting:

(i) To elect Karen Ferrante as a class I director to our board of directors, to serve until the 2022 annual meeting of stockholders and until her successor has been duly elected and qualified, or until her earlier death, resignation or removal; and

(ii) To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

The proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 30, 2019.

The number of shares of common stock entitled to vote at the Annual Meeting was 30,118,822. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 24,438,348. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and all director nominees were elected.

The number of votes cast for and against and the number of abstentions and brokernon-votes with respect to each matter voted upon are set forth below:

(a) Election of Class I Director.

Director Nominee	Votes For	Votes Withheld
Karen Ferrante	20,318,680	2,229,287

There were 1,890,381 brokernon-votes regarding the election of directors. The Company’s stockholders approved the Class I director nominee recommended for election.

(b) Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The results of the voting included 24,437,672 votes for, 601 votes against and 75 votes abstained. There were no brokernon-votes regarding this proposal.

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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.

	UNUM THERAPEUTICS INC.
Date: June 18, 2019	By:	/s/ Charles Wilson
		Charles Wilson, Ph. D Chief Executive Officer and President

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