| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On June 7, 2019, Magenta Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Company’s 2019 Employee Stock Purchase Plan (the “2019 ESPP”) which enables employees to purchase shares of the Company’s common stock through payroll deductions and voluntary cash investments. The 2019 ESPP was adopted by the Company’s Board of Directors on April 18, 2019, subject to the approval of the Company’s stockholders, and became effective with such stockholder approval on June 7, 2019.
The material terms and features of the 2019 ESPP are described in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on April 25, 2019 (the “Proxy Statement”), in the section entitled “Proposal 3—Approval of Magenta’s Employee Stock Purchase Plan,” which is incorporated herein by reference and which is qualified in its entirety by reference to the 2019 ESPP which is filed herewith as Exhibit 10.1 and is also incorporated herein by reference. The 2019 ESPP is anticipated to be implemented on December 1, 2019. However, the Compensation Committee of the Board of Directors may delay the start date of one or more offerings thereunder.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Company held its Annual Meeting to consider and vote on the three proposals set forth below, each of which is described in greater detail in the Proxy Statement. The final voting results are set forth below.
Proposal 1 – Election of Class I Directors
The stockholders of the Company elected Alexis A. Borisy, Blake Byers, Ph.D. and Amy L. Ronneberg as class I directors, for a three-year term ending at the annual meeting of stockholders to be held in 2022 and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. The results of the stockholders’ vote with respect to the election of each class I director were as follows:
| | | | | | | | | | | | |
| Name | | Votes
For | | | Votes
Withheld | | | Broker
Non-Votes | |
Alexis A. Borisy | | | 12,093,122 | | | | 5,281,718 | | | | 9,691,532 | |
Blake Byers, Ph.D. | | | 12,458,068 | | | | 4,916,772 | | | | 9,691,532 | |
Amy L. Ronneberg | | | 12,445,289 | | | | 4,929,551 | | | | 9,691,532 | |
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders of the Company ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The results of the stockholders’ vote with respect to such ratification were as follows:
| | | | |
Votes For | | Votes Against | | Abstain |
| 26,987,809 | | 73,447 | | 5,116 |
Proposal 3 – Approval of the 2019 ESPP
The stockholders of the Company approved the 2019 ESPP. The results of the stockholders’ vote with respect to the approval of the 2019 ESPP were as follows:
| | | | | | |
Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
| 11,174,897 | | 6,179,284 | | 20,659 | | 9,691,532 |
