UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as specified in its charter)
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(Commission File Number) |
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(Address of principal executive offices)
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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).
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
Name of each exchange | ||
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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 June 23, 2020, CymaBay Therapeutics, Inc. (“CymaBay”) filed a certificate of amendment to its Amended and Restated Certificate of Incorporation, which increased the authorized number of shares of CymaBay’s common stock from 100,000,000 shares to 200,000,000 shares. The certificate of amendment is filed as Exhibit 3.1 hereto.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 23, 2020, CymaBay held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below is a brief description of each matter considered and voted upon at the Annual Meeting, together with the final voting results. A more complete description of each matter is set forth in CymaBay’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on May 15, 2020 (the “Proxy Statement”).
Proposal 1: Election of Directors
CymaBay’s stockholders elected each of the five directors proposed by CymaBay for election, to serve until the 2021 annual meeting of stockholders, and until their successors are elected and have qualified, or until their earlier death, resignation or removal. The tabulation of votes on this matter was as follows:
| Director Nominee |
Shares |
Shares |
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| Sujal Shah |
40,760,185 |
3,958,947 |
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| Caroline Loewy |
40,787,647 |
3,931,485 |
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| Paul F. Truex |
40,372,291 |
4,346,841 |
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| Kurt von Emster |
40,536,702 |
4,182,430 |
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| Robert J. Wills, Ph.D. |
40,616,275 |
4,102,857 |
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There were 7,812,881 broker non-votes for this proposal.
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm
CymaBay’s stockholders ratified the appointment of Ernst & Young LLP as CymaBay’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The tabulation of votes on this matter was as follows:
| Shares voted for: |
51,294,207 |
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| Shares voted against: |
284,399 |
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| Shares abstaining |
953,407 |
There were no broker non-votes for this proposal.
Proposal 3: Advisory Vote to Approve the Compensation of our Named Executive Officers as Disclosed in the Proxy Statement
CymaBay’s stockholders have approved, by advisory vote, the compensation of our named executive officers as disclosed in the Proxy Statement. The tabulation of votes on this matter was as follows:
| Shares voted for: |
37,625,023 |
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| Shares voted against: |
3,434,032 |
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| Shares abstaining |
3,660,077 |
There were 7,812,881 broker non-votes for this proposal.
Proposal 4: Amendment of the CymaBay Amended and Restated Certificate of Incorporation to Increase Authorized Shares of Common Stock
CymaBay’s stockholders have approved the amendment to CymaBay’s Amended and Restated Certificate of Incorporation. The tabulation of votes on this matter was as follows:
| Shares voted for: |
46,242,812 |
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| Shares voted against: |
5,280,489 |
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| Shares abstaining |
1,008,712 |
There were no broker non-votes for this proposal.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit |
Description | |||
| 3.1 |
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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.
| CymaBay Therapeutics, Inc. | ||
| By: |
/s/ Sujal Shah | |
| Name: |
Sujal Shah | |
| Title: |
President and Chief Executive Officer | |
Dated: June 26, 2020
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
CYMABAY THERAPEUTICS, INC.
CYMABAY THERAPEUTICS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that:
FIRST: The name of the Corporation is CYMABAY THERAPEUTICS, INC.
SECOND: The Corporation was originally incorporated in the State of Delaware on October 5, 1988 under the name Transtech Corporation. The Corporation changed its name to Transplantation Technology, Inc. by an amendment filed on April 27, 1989. The Corporation changed its name from Transplantation Technology, Inc. to Transtech Medical, Inc. by an amendment filed on June 15, 1992. The Corporation changed its name from Transtech Medical, Inc. to Metabolex, Inc. by a Restated Certificate of Incorporation filed on September 30, 1994. The Corporation changed its name from Metabolex, Inc. to CymaBay Therapeutics, Inc. by a Restated Certificate of Incorporation filed on July 30, 2013.
THIRD: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions to amend its Amended and Restated Certificate of Incorporation as follows:
1. Article IV, Section A shall be amended to read in its entirety as follows:
“A. This Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is 210,000,000 shares. 200,000,000 shares shall be Common Stock, each having a par value of $0.0001. 10,000,000 shares shall be Preferred Stock, each having a par value of $0.0001.”
FOURTH: Thereafter pursuant to a resolution of the Board of Directors, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted at the Annual Meeting of Stockholders held on June 23, 2020 in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
Signature Page Follows.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its President and Chief Executive Officer this 23rd day of June, 2020.
| CYMABAY THERAPEUTICS, INC. |
| /s/ Sujal Shah |
| Sujal Shah, President and |
| Chief Executive Officer |