ALAUNOS THERAPEUTICS, INC. Item 3.03 Material Modification to Rights of Security Holders.
At the 2023 Annual Meeting of Stockholders (the "Annual Meeting") of
The foregoing description of the Amendment is qualified, in its entirety, by the full text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
The Amendment became effective on
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As described under Item 3.03, on
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting, at which a quorum was present, was held on
At the Annual Meeting, the stockholders of the Company voted on the following
seven proposals: (1) to elect the Board's seven nominees for director to hold
office until the Company's 2024 Annual Meeting of Stockholders ("Proposal 1");
(2) to ratify the selection by the
Proposal 1 - Election of Directors
The Company's stockholders elected all seven persons listed below as directors,
each to serve until the Company's 2024 Annual Meeting of Stockholders and until
their respective successors are duly elected and qualified. The votes cast were
as follows:
Broker Non-
Nominee For Withheld Votes
Kevin S. Boyle, Sr. 89,315,636 19,507,484 72,019,091
Robert J. Hofmeister 90,826,591 17,996,529 72,019,091
James Huang 91,170,874 17,652,246 72,019,091
Robert W. Postma 91,077,868 17,745,252 72,019,091
Mary Thistle 84,476,151 24,346,969 72,019,091
Jaime Vieser 92,089,998 16,733,122 72,019,091
Holger Weis 91,088,907 17,734,213 72,019,091
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Proposal 2 - Ratification of the Selection by the Audit Committee of the Board
of Directors of
The Company's stockholders approved Proposal 2. The votes cast were as follows:
For Against Abstain Broker Non-Votes 165,357,175 14,209,546 1,275,490 -
Proposal 3 - Advisory Vote on Executive Compensation
The Company's stockholders approved, on a non-binding advisory basis, Proposal 3. The votes cast were as follows:
For Against Abstain Broker Non-Votes 85,893,572 20,980,848 1,948,700 72,019,091
Proposal 4 - Advisory Vote on Frequency of "Say-on-Pay"
The Company's stockholders indicated, on an advisory basis, the preferred frequency of shareholder advisory votes on the compensation of our named executive officers as follows:
One Year Two Years Three Years Abstain 94,445,383 776,719 3,126,416 10,474,602
Proposal 5 - Approval of the Amendment and Restatement of the Certificate of Incorporation to, in the Discretion of the Board, Effect a Reverse Stock Split at a Ratio between 1-for-5 and 1-for-15, Inclusive
The Company's stockholders approved Proposal 5. The votes cast were as follows:
For Against Abstain Broker Non-Votes 141,445,911 38,471,417 924,883 -
Proposal 6 - Approval of Amendment of the Certificate of Incorporation to Increase the Total Number of Authorized Shares of Common Stock from 420,000,000 Shares to 520,000,000 Shares
The Company's stockholders approved Proposal 6. The votes cast were as follows:
For Against Abstain Broker Non-Votes
138,327,715 41,932,903 581,593 -
Proposal 7 - Adjournment
The Company's stockholders approved Proposal 7. The votes cast were as follows:
For Against Abstain Broker Non-Votes 144,264,709 34,642,989 1,934,513 -
No other items were presented for stockholder approval at the Annual Meeting.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.1 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of Alaunos Therapeutics, Inc. , dated June 12, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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