| 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 9, 2020. The following proposals were submitted to the stockholders at Annual Meeting:
(i) To elect two class II director to our Board of Directors, to serve until the 2023 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal
(ii) To approve the adoption of an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, to effect a reverse stock split at a ratio of not less thanone-for-five and not more thanone-for-ten, such ratio and the implementation and timing of such reverse stock split to be determined in the discretion of the Board of Directors, provided that any fractional shares resulting from the reverse stock split shall be automatically rounded up to the next whole share; and
(iii) To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
The proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 29, 2020.
The number of shares of common stock entitled to vote at the Annual Meeting was 31,161,941. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 22,413,333. 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 II Directors.
| | | | | | | | |
Director Nominee | | Votes For | | | Votes Withheld | |
Bruce Booth, DPhil. | | | 15,280,209 | | | | 1,635,139 | |
Arlene Morris | | | 16,611,229 | | | | 304,119 | |
There were 5,497,985 brokernon-votes regarding the election of directors. The Company’s stockholders approved the Class II director nominees recommended for election.
(b) Approval of the adoption of an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, to effect a reverse stock split at a ratio of not less thanone-for-five and not more thanone-for-ten, such ratio and the implementation and timing of such reverse stock split to be determined in the discretion of the Board of Directors, provided that any fractional shares resulting from the reverse stock split shall be automatically rounded up to the next whole share.
Stockholders approved the adoption of an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, to effect a reverse stock split at a ratio of not less thanone-for-five and not more thanone-for-ten, such ratio and the implementation and timing of such reverse stock split to be determined in the discretion of the Board of Directors, provided that any fractional shares resulting from the reverse stock split shall be automatically rounded up to the next whole share. The results of the voting included 21,010,295 votes for, 933,010 votes against and 470,028 votes abstained. There were no brokernon-votes regarding this proposal.
(c) Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
