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): September 4, 2019
REPLIMUNE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 001-38596 | | 82-2082553 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification Number) |
18 Commerce Way
Woburn, MA 01801
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (781) 222-9600
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 | | REPL | | The Nasdaq Stock Market LLC (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 x
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. x
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described in Item 5.07, on September 4, 2019, at the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of Replimune Group, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Third Amended and Restated Certificate of Incorporation of the Company to remove the exclusive federal forum clause and make certain amendments to the exclusive Delaware forum clause.
The Company filed the Certificate of Amendment to Third Amended and Restated Certificate of Incorporation of Replimune Group, Inc. (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on September 9, 2019. The foregoing summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) Replimune Group, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) on September 4, 2019.
(b) The final voting results on each of the matters submitted to a vote of stockholders at the Annual Meeting are set forth below.
(1) The following director nominees were elected to serve as Class I directors until the Company’s 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualified:
Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes | |
Philip Astley-Sparke | | 25,886,030 | | 3,929,248 | | 641,075 | |
Kapil Dhingra | | 26,041,488 | | 3,773,790 | | 641,075 | |
Joseph Slattery | | 25,960,151 | | 3,855,127 | | 641,075 | |
(2) The proposal to amend of the Company’s certificate of incorporation as currently in effect was approved.
Votes For | | Votes Against | | Votes Abstaining | |
27,462,303 | | 2,346,355 | | 6,620 | |
(3) The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2020 was ratified.
Votes For | | Votes Against | | Votes Abstaining | |
30,456,153 | | 100 | | 100 | |
Item 9.01 Financial Statements and Exhibits.
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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.
| REPLIMUNE GROUP, INC. |
| |
Date: September 10, 2019 | By: | /s/ Philip Astley-Sparke |
| | Philip Astley-Sparke |
| | Executive Chairman |
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