UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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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 GlycoMimetics, Inc. (the “Company”) adopted an amendment and restatement of the GlycoMimetics, Inc. 2013 Equity Incentive Plan (the “2013 Incentive Plan” and, as amended and restated, the “Amended and Restated Plan”) on April 7, 2022 and submitted the Amended and Restated Plan for stockholder approval at the 2022 Annual Meeting of Stockholders of the Company on May 18, 2022 (the “Annual Meeting”). The Company’s stockholders approved the Amended and Restated Plan at the Annual Meeting. The Amended and Restated Plan increased the number of shares of the Company’s common stock available for issuance under the 2013 Incentive Plan by 2,619,622 shares.
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 11, 2022 (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. |
The stockholders considered four proposals at the Annual Meeting, each of which is described in more detail in the Proxy Statement. Of the 52,392,444 shares outstanding as of the record date, 39,307,099 shares, or 75%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.
Proposal No. 1: Election of three nominees to serve as directors until the 2025 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:
| Name | Votes For | Votes Withheld | ||||||
| Scott Jackson | 23,327,027 | 4,930,035 | ||||||
| Scott Koenig | 22,107,710 | 6,149,362 | ||||||
| Harout Semerjian | 28,016,012 | 241,060 | ||||||
Broker Non-Votes: 11,050,027.
All nominees were elected.
Proposal No. 2: Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||
| Ratification of appointment of Ernst & Young | 38,971,830 | 220,788 | 114,481 | |||||||||
Proposal No. 3: Approval of the Amendment and Restatement of the 2013 Incentive Plan. The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||
| Approval of the Amendment and Restatement of the 2013 Incentive Plan | 21,171,517 | 7,033,175 | 52,380 | |||||||||
Broker Non-Votes: 11,050,027.
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Proposal No. 4: Approval, on an advisory basis, of the executive compensation of the Company’s named executive officers as disclosed in the proxy materials. The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||
| Approval, on an advisory basis, of the executive compensation. | 27,132,991 | 1,035,554 | 88,527 | |||||||||
Broker Non-Votes: 11,050,027.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | ||
| Number | Exhibit Description | |
| 10.1 | GlycoMimetics, Inc. Amended and Restated 2013 Equity Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| GLYCOMIMETICS, INC. | ||
| By: | /s/ Brian M. Hahn | |
| Date: May 20, 2022 | Brian M. Hahn Chief Financial Officer and Senior Vice President |
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