UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 17, 2022
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)(Zip Code)
(617 ) 923-1400
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 17, 2022, Selecta Biosciences, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders. A total of 104,352,933 shares of the Company’s common stock, par value $0.0001 per share (the “common stock”), were present electronically or represented by proxy at the meeting, representing approximately 68.74% of the Company’s outstanding common stock as of the April 18, 2022 record date. The following are the voting results for the proposals considered and voted upon at the meeting, all of which were described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 3, 2022.
Item 1 - Election of three Class III Directors to serve until the 2025 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.
NOMINEE | Votes FOR | Votes WITHHELD | Broker Non-Votes | ||||||||
Timothy C. Barabe | 53,043,719 | 12,406,976 | 38,902,238 | ||||||||
Carsten Brunn, Ph.D. | 55,802,321 | 9,648,374 | 38,902,238 | ||||||||
Nishan de Silva, M.D.,M.B.A. | 55,732,822 | 9,717,873 | 38,902,238 | ||||||||
Based on the votes set forth above, each director nominee was duly elected to serve until the Company’s 2025 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.
Item 2 - Approval, on a non-binding and advisory basis, of a resolution approving the compensation of the Company’s named executive officers.
Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | ||||||||
| 59,419,306 | 3,352,586 | 2,678,803 | 38,902,238 | ||||||||
Based on the votes set forth above, the stockholders approved, on a non-binding and advisory basis, a resolution approving the compensation of our named executive officers.
Item 3 - Approval, on a non-binding and advisory basis, of the frequency of solicitation of advisory stockholder approval of executive compensation.
One Year | Two Years | Three Years | Votes ABSTAINED | Broker Non-Votes | ||||||||||
| 63,240,010 | 92,727 | 168,969 | 1,948,989 | 38,902,238 | ||||||||||
Based on the results of this proposal, the Compensation Committee of the Board of Directors of the Company has determined to hold annual advisory votes on executive compensation until the next required vote on the frequency of future advisory votes to approve executive compensation.
Item 4 - Approval of an amendment to the Company’s Restated Certificate of Incorporation to increase our authorized number of shares of common stock from 200,000,000 to 350,000,000.
Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | ||||||||
| 88,637,534 | 12,505,682 | 3,209,717 | — | ||||||||
Based on the results of this proposal, the stockholders approved the Company’s Restated Certificate of Incorporation to increase our authorized number of shares of common stock from 200,000,000 to 350,000,000.
Item 5 - Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | ||||||||
| 102,644,325 | 119,292 | 1,589,316 | — | ||||||||
Based on the votes set forth above, the stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SELECTA BIOSCIENCES, INC. | ||||||||
| Date: June 17, 2022 | By: | /s/ Carsten Brunn, Ph.D. | ||||||
| Carsten Brunn, Ph.D. | ||||||||
| President and Chief Executive Officer | ||||||||