Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
The foregoing descriptions of the 2022 Equity Incentive Plan and the amendment
to the 2013 Employee Stock Purchase Plan do not purport to be complete and are
qualified in their entirety by reference to the 2022 Equity Incentive Plan
(effective as of
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2022 Annual Meeting on
a) The stockholders of the Company electedMichael F. Giordano , M.D.,Pablo Legorreta ,David M. Mott , andCarol Stuckley as Class III directors, each for a three-year term ending at the annual meeting of stockholders to be held in 2025. The results of the stockholders' vote with respect to the election of the Class III directors were as follows: Votes Broker Name Votes For Withheld Non-Votes Michael F. Giordano, M.D. 119,824,506 785,156 14,164,976 Pablo Legorreta 117,113,067 3,496,595 14,164,976 David M. Mott 68,970,172 51,639,490 14,164,976 Carol Stuckley 120,177,308 432,354 14,164,976 b) The stockholders of the Company ratified the selection ofErnst & Young LLP as the Company's independent registered public accounting firm for the fiscal year endingDecember 31, 2022 . The results of the stockholders' vote with respect to such ratification were as follows: Broker For Against Abstain Non-Votes 134,133,038 257,984 383,616 0 c) The stockholders of the Company approved the non-binding, advisory proposal on the compensation of the Company's named executive officers. The results of the stockholders' vote with respect to the non-binding, advisory proposal were as follows: Broker For Against Abstain Non-Votes 119,573,086 928,974 107,602 14,164,976 d) The stockholders of the Company approved an amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of the Company's common stock from 225,000,000 to 450,000,000. The amendment to the Company's Restated Certificate of Incorporation was filed with the Secretary of State of theState of Delaware onMay 17, 2022 . The results of the stockholders' vote with respect to the amendment were as follows: Broker For Against Abstain Non-Votes 131,459,960 3,287,769 26,909 0 2
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e) The stockholders of the Company approved theEpizyme, Inc. 2022 Equity Incentive Plan. The results of the stockholders' vote with respect to the new equity incentive plan were as follows: Broker For Against Abstain Non-Votes 117,057,031 3,514,382 38,249 14,164,976 f) The stockholders of the Company approved an amendment to theEpizyme, Inc. 2013 Employee Stock Purchase Plan to eliminate the annual "evergreen" provision and authorize 2,500,000 shares of the Company's common stock for issuance under such plan. The results of the stockholders' vote with respect to the amendment were as follows: Broker For Against Abstain Non-Votes 120,118,485 473,486 17,691 14,164,976
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1Epizyme, Inc. 2022 Equity Incentive Plan 10.2Epizyme, Inc. 2013 Employee Stock Purchase Plan, as amended and effectiveSeptember 1, 2022 104 Cover Page Interactive Data File (embedded within XBRL document) 3
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