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 25, 2023
INHIBRX, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39452 | 82-4257312 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
11025 N. Torrey Pines Road, Suite 200
La Jolla, CA 92037
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (858) 795-4220
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:
☐ 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 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 $0.0001 per share | INBX | The 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 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.
The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Inhibrx, Inc. (the “Company”) was held on May 25, 2023 at 10:00 a.m. Pacific Time online in a virtual format. Of the Company’s 43,594,892 shares of common stock issued and outstanding and eligible to vote as of the record date of March 27, 2023, a quorum of 40,881,671 shares, or approximately 94% of the eligible shares, was present virtually or represented by proxy. Each of the matters set forth below is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2023. The following actions were taken at the Annual Meeting:
Proposal 1
Election of the following nominee as Class III Director of the Company, to serve until the 2026 Annual Meeting and until his successor is duly elected and qualified.
| Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Mark P. Lappe | 36,130,563 | 1,777,302 | 2,973,806 | ||||||||
Proposal 2
Ratification of the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 40,787,752 | 2,408 | 91,511 | — | ||||||||
Proposal 3
Advisory vote to approve the compensation of the Company’s named executive officers.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 35,944,811 | 1,960,304 | 2,750 | 2,973,806 | ||||||||
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.
| Date: May 25, 2023 | ||||||||
| INHIBRX, INC. | ||||||||
| By: | /s/ Leah Pollema | |||||||
| Name: | Leah Pollema | |||||||
| Title: | VP, General Counsel | |||||||