UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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
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.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 22, 2025, Vor Biopharma Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock (“Common Stock”) from 400,000,000 to 800,000,000. The increase in the authorized number of shares of the Common Stock was effected pursuant to a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on May 22, 2025 and was effective as of such date. The foregoing description is qualified in its entirety by the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders voted on the three proposals set forth below. There were 73,237,222 shares of Common Stock represented at the Annual Meeting by valid proxies or voted at the Annual Meeting, which was approximately 58.7 % of the shares of Common Stock entitled to vote at the Annual Meeting. A more detailed description of each proposal is set forth in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 8, 2025 (as revised by the Company’s revised proxy statement filed with the Securities and Exchange Commission on April 30, 2025).
Proposal 1 – Election of Two Class I Directors
Matthew Patterson and Daniella Beckman were each elected to serve as a member of the Company’s Board of Directors (the “Board”) until the 2028 Annual Meeting of Stockholders and until his or her 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 | |||||||||
| Matthew Patterson |
53,425,286 | 7,985,245 | 11,826,691 | |||||||||
| Daniella Beckman |
52,730,527 | 8,680,004 | 11,826,691 | |||||||||
Proposal 2 – Amendment to the Amended and Restated Certificate of Incorporation
The stockholders approved the Certificate of Amendment by the following votes:
| Votes For |
Votes Against |
Abstentions | ||
| 65,494,673 | 7,657,942 | 84,607 |
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, 2025, by the following votes:
| Votes For |
Votes Against |
Abstentions | ||
| 73,065,960 | 71,039 | 100,223 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Exhibit Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company | |
| 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 23, 2025