| Item 5.02 | Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective as of the date of the Company’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”), the Board of Directors (the “Board”) of Repare Therapeutics Inc., a corporation governed by the Business Corporations Act (Québec) (the “Company”) approved a change to the Company’s non-employee director compensation policy to amend the equity compensation component of the policy annually, based upon review and recommendation of market data by the Company’s Compensation Committee and its compensation consultant of peers in the Company’s industry. Any amendments to the equity compensation to be awarded under the non-employee director compensation policy will take effect as of the next annual meeting of shareholders.
Initial Award
Each new non-employee director who first joins the Board will automatically, upon the date of his or her initial election or appointment to be a non-employee director, be granted an initial, one-time equity award of options to purchase 98,000 common shares, referred to as the initial grant. One-third of each initial grant will vest on the first anniversary of the date of grant, with the remainder vesting in equal monthly installments thereafter until the third anniversary of the date of grant.
Annual Awards
On the date of each annual meeting of the shareholders of the Company, each non-employee director who continues to serve will automatically be granted an option to purchase 49,000 common shares, which will vest in equal monthly installments over the 12 months following the date of grant, subject to (i) the non-employee director’s continuous service through each applicable vesting date and (ii) that no annual award will be granted to a non-employee director in the same calendar year that such director received his or her initial grant.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 13, 2022, the Company held its Annual Meeting of Shareholders. At the Annual Meeting, the Company’s shareholders voted on the four proposals set forth below. A more detailed description of each proposal is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2022.
Proposal 1 - Election of Directors
David Bonita, M.D., Thomas Civik and Carol A. Schafer were each elected to serve as a Class II director of the Board until the 2025 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified. The votes cast were as follows:
| | | | | | |
Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
David Bonita, M.D. | | 29,063,600 | | 8,077,731 | | 1,570,300 |
Thomas Civik | | 37,134,351 | | 6,980 | | 1,570,300 |
Carol A. Schafer | | 31,524,237 | | 5,617,094 | | 1,570,300 |
Proposal 2 - Approval, on an Advisory Basis, of the Compensation Paid to the Company’s Named Executive Officers
The Company’s shareholders approved a non-binding advisory vote on the compensation of the Company’s named executive officers, by the following votes cast:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
37,014,595 | | 125,277 | | 1,459 | | 1,570,300 |
