UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders
On June 7, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) at 1:00 p.m. Eastern Time, as a virtual meeting conducted by live audio webcast over the Internet, at www.virtualshareholdermeeting.com/IMNM2023, pursuant to notice duly given.
At the close of business on April 14, 2023, the record date of the Annual Meeting, there were 12,213,401 shares of common stock outstanding and entitled to vote. At the beginning of the Annual Meeting, there were 7,735,458 shares of common stock present at the Annual Meeting in person or by proxy, which constituted a quorum for the transaction of business.
The matters that were voted upon at the Annual Meeting, and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.
Proposal 1: Election of Class III Directors for a Three-Year Term Expiring in 2026
The following three nominees were elected to serve as Class III directors until the 2026 Annual Meeting of Stockholders of the Company and until their respective successors are elected and qualified, with the following votes tabulated:
| For | Withheld | Broker Non-Vote | Total | |||||||||||||
| Richard A. Baron | 2,897,767 | 722,138 | 4,115,553 | 7,735,458 | ||||||||||||
| Philip Wagenheim | 3,287,880 | 332,025 | 4,115,553 | 7,735,458 | ||||||||||||
Proposal 2: Amendment to Our Amended and Restated Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation
The amendment of the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation was not approved by an affirmative vote of a majority of the shares of common stock outstanding and entitled to vote at the Annual Meeting, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | Total | ||||||||||
| 3,528,592 | 86,542 | 4,771 | 4,115,553 | 7,735,458 | ||||||||||
Proposal 3: Ratification of the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2023
The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2023 was ratified, with the following votes tabulated:
| For | Against | Abstain | Total | ||||||||
| 7,578,396 | 153,921 | 3,141 | 7,735,458 | ||||||||
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.
| IMMUNOME, INC. | ||
| By: |
/s/ Purnanand D. Sarma | |
| Purnanand D. Sarma, Ph.D. | ||
| President and Chief Executive Officer | ||
Dated: June 13, 2023