8-K 1 d756638d8k.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 12, 2019




(Exact name of Registrant as Specified in Its Charter)




Delaware   001-38554   47-4065674

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

1490 O’Brien Drive, Suite A

Menlo Park, California

(Address of Principal Executive Offices)     (Zip Code)

(650) 352-4150

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)



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:


Title of each class





Name of each exchange

on which registered

Common Stock, $0.0001 par value   FTSV   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 of Security Holders.

On June 12, 2019, Forty Seven, Inc. held its 2019 Annual Meeting of Stockholders, or the Annual Meeting, at the offices of Cooley LLP, 3175 Hanover Street, Palo Alto, California 94304. At the Annual Meeting, our stockholders voted on two proposals, each of which is described in more detail in Forty Seven’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 26, 2019, as supplemented by additional materials filed on May 20, 2019. The following is a brief description of each matter voted upon and the results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.

Proposal 1. Stockholders elected the two nominees for Class I directors to serve until our 2022 annual meeting of stockholders or until his respective successor has been duly elected and qualified. The voting results were as follows:


Director Name

   Votes For      Votes
     Broker Non-

Dennis J. Henner, Ph.D.

     18,444,748        2,331,100        3,825,312  

Ravindra Majeti, M.D.

     18,316,841        2,459,007        3,825,312  

Proposal 2. Stockholders ratified the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2019. The voting results were as follows:


Votes For     Votes Against     Abstentions     Broker Non-Votes  
  24,593,148       622       7,390       —    


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.


    Forty Seven, Inc.
Dated: June 18, 2019      

/s/ Mark A. McCamish, M.D.

      Mark A. McCamish, M.D.
      President and Chief Executive Officer