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): August 6, 2019
Cue Biopharma, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38327 | 47-3324577 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 21 Erie St., Cambridge, MA | 02139 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(Registrant’s telephone number, including area code): (617)949-2680
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if theForm 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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-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, par value $0.001 per share | CUE | 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 Rule12b-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 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 6, 2019, the stockholders of Cue Biopharma, Inc. (the “Company”) approved Amendment No. 1 to the Cue Biopharma, Inc. 2016 Omnibus Incentive Plan (the “Omnibus Plan Amendment”). A description of the terms and conditions of the Omnibus Plan Amendment is set forth in the Company’s Proxy Statement for the 2019 Annual Meeting of Stockholders of the Company as filed with the Securities and Exchange Commission on June 18, 2019 (the “2019 Proxy Statement”) under the heading “Proposal 3—Approval of Amendment No. 1 to 2016 Cue Biopharma, Inc. Omnibus Incentive Plan”, which description is incorporated by reference herein. This summary is qualified in its entirety by the full text of the Omnibus Plan Amendment set forth in Appendix B to the 2019 Proxy Statement, which is also incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) on August 6, 2019. The certified results of the matters voted upon at the Annual Meeting, which are more fully described in the 2019 Proxy Statement, are as follows:
The Company’s stockholders elected the nine directors nominated by the Board of Directors to serve until the next annual meeting of stockholders and the election of their successors, with votes cast as follows:
| For | Withheld | Broker Non-Votes | ||||||||||
Daniel R. Passeri | 4,129,007 | 732,811 | 11,584,212 | |||||||||
Anthony DiGiandomenico | 4,566,889 | 294,929 | 11,584,212 | |||||||||
Frederick Driscoll | 3,132,386 | 1,729,432 | 11,584,212 | |||||||||
Cameron Gray | 4,574,974 | 286,844 | 11,584,212 | |||||||||
Peter A. Kiener | 2,961,399 | 1,900,419 | 11,584,212 | |||||||||
Christopher Marlett | 4,574,040 | 287,778 | 11,584,212 | |||||||||
Steven McKnight | 4,434,270 | 427,548 | 11,584,212 | |||||||||
Frank Morich | 4,760,929 | 100,889 | 11,584,212 | |||||||||
Barry Simon | 3,196,397 | 1,665,421 | 11,584,212 | |||||||||
The Company’s stockholders did not approve an amendment to the Company’s Certificate of Incorporation to establish a classified Board of Directors initially consisting of nine members to be divided into three classes, with votes cast as follows:
For | Against | Abstain | Broker Non-Votes | |||
3,027,665 | 1,829,701 | 4,452 | 11,584,212 |
The Company’s stockholders approved Amendment No. 1 to the Cue Biopharma, Inc. 2016 Omnibus Incentive Plan, which increases the number of shares that may be issued pursuant to incentive stock options thereunder, with votes cast as follow:
For | Against | Abstain | Broker Non-Votes | |||
2,892,342 | 1,958,658 | 10,818 | 11,584,212 |
The Company’s stockholders ratified the appointment of RSM US LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for 2019, with votes cast as follow:
For | Against | Abstain | Broker Non-Votes | |||
| 16,390,371 | 5,055 | 50,604 | 0 |
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.
| Cue Biopharma, Inc. | ||||||
| Date: August 6, 2019 | By: | /s/ Daniel R. Passeri | ||||
| Name: | Daniel R. Passeri | |||||
| Title: | Chief Executive Officer | |||||