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): May 31, 2024
IDEAYA Biosciences, Inc.
(Exact name of registrant as specified in its charter)
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| | | | |
Delaware |
| 001-38915 |
| 47-4268251 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification Number) |
7000 Shoreline Court, Suite 350
South San Francisco, California 94080
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (650) 443-6209
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:
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☐ | | 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 or to be registered pursuant to Section 12(b) of the Act.
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Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Common Stock, $0.0001 par value per share | | IDYA | | 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.
On May 31, 2024, IDEAYA Biosciences, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 19, 2024. Only stockholders of record as of the close of business on April 4, 2024, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 74,764,628 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is as follows:
Proposal 1. The election of two Class II directors to hold office until the 2027 annual meeting of stockholders or until their respective successors are elected:
| | | | | | | |
Nominee |
| Votes For |
| Votes Withheld |
| Broker Non-Votes |
|
Terry J. Rosen, Ph.D. |
| 54,533,987 |
| 14,635,187 |
| 1,769,710 |
|
Wendy L. Yarno | | 64,201,258 | | 4,521,762 | | 2,215,864 | |
Proposal 2. The ratification of the selection, by the Audit Committee of the Board of Directors of the Company, of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024:
| | | | | | |
Votes For |
| Votes Against |
| Abstentions |
|
| 70,923,175 |
| 6,295 |
| 9,414 |
|
As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.
Proposal 3. The non-binding, advisory vote to approve the compensation of the Company’s named executive officers:
| | | | | | | | |
Votes For |
| Votes Against |
| Abstentions | | Broker Non-Votes |
|
| 62,946,692 |
| 4,602,338 |
| 1,646,579 | | 1,743,275 |
|
Proposal 4. The non-binding, advisory vote on the frequency of future advisory votes by stockholders on the compensation of the Company’s named executive officers:
| | | | | | | | | | |
1 Year |
| 2 Years |
| 3 Years | | Abstentions | | Broker Non-Votes |
|
| 66,248,948 |
| 3,726 |
| 1,282,562 | | 1,660,373 | | 1,743,275 |
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| IDEAYA BIOSCIENCES, INC. |
Date: May 31, 2024 | By: /s/ Yujiro Hata Yujiro Hata President and Chief Executive Officer |
