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 5, 2019
SURFACE ONCOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-38459 | 46-5543980 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
50 Hampshire Street, 8th Floor Cambridge, MA | 02139 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(617)714-4096
Not Applicable
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 230.425) |
☐ | 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 | ||
Common stock, $0.0001 par value per share | SURF | Nasdaq Global 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 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 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its previously announced Annual Meeting of Stockholders (the “Annual Meeting”) on June 5, 2019, at which a quorum was present. As of April 8, 2019, the record date for the Annual Meeting, there were 27,833,410 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 19, 2019: (i) to elect J. Jeffrey Goater and David S. Grayzel, M.D. as Class I directors of the Company each to serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2022 and until their successors have been elected and qualified (“Proposal 1”) 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 (“Proposal 2”).
The Company’s stockholders approved the Class I director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for the Class I directors as follows:
Class I Director Nominee | For | Withhold | Broker Non-Votes | |||||||||
J. Jeffrey Goater | 23,206,976 | 1,509,682 | 2,402,726 | |||||||||
David S. Grayzel, M.D. | 20,936,210 | 3,780,448 | 2,402,726 |
The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:
For | Against | Abstain | ||
26,649,613 | 17,704 | 452,067 |
No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.
SIGNATURE
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.
Date: June 7, 2019 | SURFACE ONCOLOGY, INC. | |||||
By: | /s/ J. Jeffrey Goater | |||||
J. Jeffrey Goater President and Chief Executive Officer |