UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
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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 Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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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 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 18, 2022, NGM Biopharmaceuticals, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). The following is a brief description of each matter voted on at the Annual Meeting, as well as the votes cast with respect to each matter, and if applicable, the number of abstentions and broker non-votes with respect to each matter. A more complete description of each matter can be found in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 6, 2022.
| 1. | Election of Directors |
| Director Name |
Votes For | Votes Withheld |
Broker Non-Votes |
|||||||||
| David V. Goeddel, Ph.D. |
53,943,473 | 10,333,414 | 6,215,944 | |||||||||
| Suzanne Sawochka Hooper |
55,578,629 | 8,698,258 | 6,215,944 | |||||||||
| David J. Woodhouse, Ph.D. |
54,839,003 | 9,437,884 | 6,215,944 | |||||||||
The Class III director nominees were elected to hold office until the Company’s 2025 annual meeting of stockholders and until their successors are duly elected and qualified.
| 2. | Advisory Vote on Executive Compensation |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 48,944,032 | 15,300,203 | 32,652 | 6,215,944 |
The stockholders of the Company approved, on an advisory basis, the compensation of the Company’s named executive officers.
| 3. | Advisory Vote on the Frequency of Solicitation of Advisory Stockholder Approval of Executive Compensation |
| One Year | Two Years | Three Years | Abstentions | |||
| 60,967,819 | 1,529 | 3,302,480 | 5,059 |
The stockholders of the Company expressed their preference, on an advisory basis, to have a non-binding vote on the compensation of the Company’s named executive officers every year.
| 4. | Ratification of Selection of Independent Registered Public Accounting Firm |
| Firm |
Votes For | Votes Against | Abstentions | |||
| Ernst & Young LLP |
70,462,410 | 29,817 | 604 |
The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NGM Biopharmaceuticals, Inc. | ||||||||
| Dated: May 24, 2022 | By: | /s/ Valerie Pierce |
||||||
| Valerie Pierce | ||||||||
| Secretary, Senior Vice President, General Counsel and Chief Compliance Officer | ||||||||
Document and Entity Information |
May 18, 2022 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | NGM BIOPHARMACEUTICALS INC |
| Amendment Flag | false |
| Entity Central Index Key | 0001426332 |
| Document Type | 8-K |
| Document Period End Date | May 18, 2022 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-38853 |
| Entity Tax Identification Number | 26-1679911 |
| Entity Address, Address Line One | 333 Oyster Point Boulevard |
| Entity Address, City or Town | South San Francisco |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94080 |
| City Area Code | (650) |
| Local Phone Number | 243-5555 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.001 per share |
| Trading Symbol | NGM |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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