UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
The Board of Directors (the “Board”) of Vor Biopharma Inc. (the “Company”) adopted an amendment and restatement of the Vor Biopharma Inc. 2021 Equity Incentive Plan to, among other things, increase the number of shares that will automatically be added to the share reserve thereunder on January 1 of each calendar year from four percent (4%) to five percent (5%) of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year through and including calendar year 2034 (the “Amended and Restated Plan”), and submitted the Amended and Restated Plan for stockholder approval at the 2024 Annual Meeting of Stockholders of the Company on May 23, 2024 (the “Annual Meeting”). The Company’s stockholders approved the Amended and Restated Plan at the Annual Meeting.
The description of the terms of the Amended and Restated Plan contained herein and in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 9, 2024 (the “Proxy Statement”) is qualified in its entirety by the text of the Amended and Restated Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 23, 2024, the Company held the Annual Meeting. There were 62,609,261 shares of common stock represented at the Annual Meeting by valid proxies or voted at the Annual Meeting, which was approximately 91.78% of the shares of common stock entitled to vote at the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the three proposals set forth below. A more detailed description of each proposal is set forth in the Proxy Statement.
Proposal 1 – Election of Two Class III Directors
Robert Ang, M.B.B.S., MBA, and Sven (Bill) Ante Lundberg, M.D., were each elected to serve as a member of the Board until the 2027 Annual Meeting of Stockholders and until his successor is duly elected or qualified, or, if sooner, until the director’s death, resignation or removal, by the following votes:
| Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Robert Ang M.B.B.S. MBA |
54,492,971 | 3,710,442 | 4,405,848 | |||||||||
| Sven (Bill) Ante Lundberg, M.D. |
44,979,430 | 13,223,983 | 4,405,848 | |||||||||
Proposal 2 – Amendment and Restatement of the 2021 Equity Incentive Plan
The stockholders approved the Amended and Restated Plan by the following votes:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 36,830,136 | 20,854,116 | 519,161 | 4,405,848 |
Proposal 3 – Ratification of Selection of Independent Registered Public Accounting Firm
The stockholders ratified the selection by the Audit Committee of the Board of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024, by the following votes:
| Votes For |
Votes Against |
Abstentions | ||
| 62,342,083 | 12,280 | 254,898 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Exhibit Description | |
| 10.1 | Vor Biopharma Inc. Amended and Restated 2021 Equity Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| Vor Biopharma Inc. | ||||
| By: | /s/ Robert Ang | |||
| Robert Ang | ||||
| Chief Executive Officer | ||||
| Date: May 28, 2024 | ||||