REGULUS THERAPEUTICS INC. : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On June 14, 2021, Regulus Therapeutics Inc. (the "Company") filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the "Charter Amendment") of its Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the Company's common stock from 200,000,000 to 400,000,000 shares, effective June 14, 2021. The Charter Amendment was approved by the Company's stockholders at the 2021 Annual Meeting, as described below under Item 5.07.

A copy of the Charter Amendment is filed as Exhibit 3.1 to this report.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2021 Annual Meeting of Stockholders of the Company (the "2021 Annual Meeting") was held on June 14, 2021. As of April 16, 2021, the record date for the 2021 Annual Meeting, 74,923,660 shares of common stock were issued and outstanding. A summary of the matters voted upon at the 2021 Annual Meeting and the final voting results are set forth below.

Proposal 1. Election of Directors

The ten persons listed below were elected as directors at the 2021 Annual Meeting, each to serve until the Company's 2022 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The final voting results were as follows:

                                 Votes For        Votes Withheld       Broker Non-Votes
  David Baltimore, Ph.D.          33,261,900              476,473             22,067,104
  Kathryn J. Collier              33,134,897              603,476             22,067,104
  Joseph P. Hagan                 33,071,791              666,852             22,067,104
  Alice S. Huang, Ph.D.           33,173,884              564,489             22,067,104
  Jake R. Nunn                    32,974,690              763,683             22,067,104
  Stelios Papadopoulos, Ph.D.     33,247,920              490,453             22,067,104
  William Rastetter, Ph.D.        33,062,513              675,860             22,067,104
  Hugh Rosen, M.D., Ph.D.         33,123,204              615,169             22,067,104
  Simos Simeonidis, Ph.D.         33,182,719              555,654             22,067,104
  Pascale Witz, MBA, MSc          33,053,460              684,913             22,067,104

Proposal 2. The Company's stockholders approved the Charter Amendment to increase the number of authorized shares of common stock from 200,000,000 to 400,000,000. The final voting results were as follows:

                    Votes For        Votes Against       Abstentions
                     50,555,959           5,148,013           101,505

Proposal 3. The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in the Company's definitive proxy statement for the 2021 Annual Meeting. The final voting results were as follows:

          Votes For        Votes Against       Abstentions       Broker Non-Votes
           32,643,580           1,013,000            81,793             22,067,104

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Proposal 4. The Company's stockholders ratified the selection by the Company's Audit Committee of the Board of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021. The final voting results were as follows:

                    Votes For        Votes Against       Abstentions
                     54,939,010             494,268           372,199

Proposal 5. The Company's stockholders approved the authorization to adjourn the 2021 Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of Proposal 2. The final voting results were as follows:

          Votes For        Votes Against       Abstentions       Broker Non-Votes
           32,592,735           1,048,824            96,814             22,067,104

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.                                  Description

3.1                 Certificate of Amendment of the Amended and Restated
                  Certificate of Incorporation of Regulus Therapeutics Inc.

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