8-K 1 d949340d8k.htm 8-K 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2020



Gritstone Oncology, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-38663   47-4859534

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification Number)

5959 Horton Street, Suite 300

Emeryville, California 94608

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (510) 871-6100



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:


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:


Title of each class





Name of each exchange

on which registered

Common Stock, par value $0.0001   GRTS   The Nasdaq Global Select Market

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 Security Holders.

On June 18, 2020, Gritstone Oncology, Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”). Only stockholders of record at the close of business on April 21, 2020, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 37,076,367 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 26,629,589 shares of the Company’s common stock were voted in person or by proxy for the two proposals set forth below, each of which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2020.

Proposal No. 1 – Election of Directors

The Company’s stockholders elected the Class II director nominees below to the Company’s Board of Directors (the “Board”) to hold office until the 2023 Annual Meeting of Stockholders or until their successors are elected.


Class I Director Nominees

   Votes For      Votes Withheld      Broker Non-Votes  

Richard Heyman, Ph.D.

     20,342,694        3,325,229        2,961,666  

Nicholas Simon

     20,410,885        3,257,038        2,961,666  

Thomas Woiwode, Ph.D.

     20,342,698        3,325,225        2,961,666  

Proposal No. 2 – Ratification of Selection of Independent Registered Accounting Firm

The Company’s stockholders ratified the selection, by the Audit Committee of the Board, of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2020.


Votes For

   Votes Against      Abstentions      Broker Non-Votes  


     19,935        1,282        0  


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.


Date: June 19, 2020    GRITSTONE ONCOLOGY, INC.

/s/ Jean-Marc Bellemin

      Jean-Marc Bellemin
      Executive Vice President, Chief Financial Officer