UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 5, 2023
SomaLogic, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-40090 | | 52-4298912 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 2945 Wilderness Place, Boulder, Colorado | | 80301 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (303) 625-9000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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)) |
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| ☐ | 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 |
| Class A common stock, $0.0001 par value per share | | SLGC | | The NASDAQ Stock Market LLC |
| Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share | | SLGCW | | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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.
On June 5, 2023, SomaLogic, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the three proposals described below.
The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
Item 1: Election of Class II directors
| Name | | For | | Withheld | | Broker Non-Votes |
| Troy Cox | | 79,838,397 | | 27,777,230 | | 32,425,685 |
| Kathy Hibbs | | 94,632,738 | | 12,982,889 | | 32,425,685 |
| Tycho Peterson | | 107,175,310 | | 440,317 | | 32,425,685 |
Item 2: Ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023
| For | | | Against | | | Abstentions | |
| | 139,971,999 | | | | 12,251 | | | | 57,062 | |
Item 3: Approval of an amendment to the Company’s Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance by 500,000 shares
| For | | | Against | | | Abstentions | | | Broker Non-Votes | |
| | 107,280,741 | | | | 262,534 | | | | 72,352 | | | | 32,425,685 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| June 9, 2023 | SomaLogic, Inc. |
| | | |
| | By: | /s/ Ruben Gutierrez |
| | Name: | Ruben Gutierrez |
| | Title: | General Counsel |
