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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