| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On October 10, 2019, TCR2 Therapeutics Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders ratified an amendment to the Company’s 2018 Stock Option and Incentive Plan (the “2018 Plan Amendment”). The 2018 Plan Amendment was adopted by the Company’s Board of Directors on April 11, 2019, subject to the approval of the Company’s stockholders, and became effective with such stockholder approval on October 10, 2019.
The material terms and features of the 2018 Stock Option and Incentive Plan as amended by the 2018 Plan Amendment 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 August 28, 2019 (the “Proxy Statement”), in the section entitled “Proposal 2—Ratification of Amendment to Option Plan,” which is incorporated herein by reference and which is qualified in its entirety by reference to the 2018 Plan Amendment which is filed herewith as Exhibit 10.1 and is also incorporated herein by reference.
| 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 Director Nominee
The stockholders of the Company elected Mitchell Finer, Ph.D. as a class I director, for a three-year term ending at the annual meeting of stockholders to be held in 2022 and until his successor has been duly elected and qualified or until his earlier resignation or removal. The results of the stockholders’ vote with respect to the election of the class I director were as follows:
| | | | | | | | | | | | |
| Name | | Votes
For | | | Votes
Withheld | | | Broker
Non-Votes | |
Mitchell Finer, Ph.D. | | | 10,168,807 | | | | 1,255,844 | | | | 2,364,168 | |
Proposal 2 – Ratification of the 2018 Plan Amendment
The stockholders of the Company ratified the 2018 Plan Amendment. The results of the stockholders’ vote with respect to such ratification were as follows:
| | | | | | |
Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
| 9,784,682 | | 1,636,833 | | 3,136 | | 2,364,168 |
Proposal 3 – 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 |
| 13,739,450 | | 46,528 | | 2,841 |
