Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Sander van Deventer
On June 15, 2020, Sander van Deventer, M.D., Ph.D. notified HOOKIPA Pharma Inc.
(the "Company") of his intent to resign from the Company's Board of Directors
(the "Board") and from his position as member of the Audit Committee of the
Board, effective as of June 16, 2020. Dr. van Deventer's decision to resign from
the Board was not the result of any dispute or disagreement with the Company or
the Company's Board on any matter relating to the operations, policies or
practices of the Company.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its previously announced Annual Meeting of Stockholders (the
"Annual Meeting") on June 18, 2020, at which a quorum was present. As of
April 20, 2020, the record date for the Annual Meeting, there were 21,824,990
shares of the Company's common stock outstanding and entitled to vote at the
Annual Meeting. The Company's stockholders voted on the following matters, which
are described in detail in the Company's Definitive Proxy Statement filed with
the U.S. Securities and Exchange Commission on April 28, 2020: (i) to elect
Joern Aldag, Jan van de Winkel and David R. Kaufman as Class I directors of the
Company each to serve for a three-year term expiring at the Company's annual
meeting of stockholders in 2023 and until their successors have been elected and
qualified ("Proposal 1") and (ii) to ratify the appointment of PwC
Wirtschaftsprüfung GmbH as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2020 ("Proposal 2").
The Company's stockholders approved the Class I director nominees recommended
for election in Proposal 1 at the Annual Meeting. The Company's stockholders
voted for the Class I directors as follows:
Class I Director Nominee For Withhold Broker Non-Votes
Joern Aldag 13,126,298 222,396 2,831,834
Jan van de Winkel 11,023,253 2,325,441 2,831,834
David R. Kaufman 13,121,422 227,272 2,831,834
The Company's stockholders approved Proposal 2. The votes cast at the Annual
Meeting were as follows:
For Against Abstain
16,145,049 25,295 10,184
No other matters were submitted to or voted on by the Company's stockholders at
the Annual Meeting.
Item 8.01. Other Events.
On June 19, 2020, the Company issued a press release announcing the resignation
of Sander van Deventer as a member of the Board. A copy of the press release is
attached as Exhibit 99.1 to this report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press release issued by HOOKIPA Pharma Inc. on June 19, 2020
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