8-K 1 d933882d8k.htm 8-K 8-K












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11, 2020




(Exact name of Registrant as Specified in Its Charter)




Delaware   001-39062   47-2324450

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

19 Presidential Way, 2nd Floor

Woburn, MA 01801

(Address of principal executive offices) (Zip Code)

(866) 389-1970

(Registrant’s telephone number, include area code)


(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, par value $0.001 per share    FREQ    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 11, 2020, Frequency Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders. A total of 19,695,746 shares of common stock were present in person or represented by proxy at the meeting, representing approximately 63.5 percent of the Company’s outstanding common stock as of the April 13, 2020 record date. The following are the voting results for the proposals considered and voted upon at the meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2020.


Item 1 — Election of two Class I directors to serve until the 2023 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.


NOMINEE    Votes FOR      Votes AGAINST      Votes WITHHELD      Broker Non-Votes  

Marc A. Cohen

     16,184,449        0        1,891,468        1,619,829  

David L. Lucchino

     16,358,340        0        1,717,577        1,619,829  


Item 2 — Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.


Votes FOR    Votes AGAINST      Votes ABSTAINED      Broker Non-Votes  


     12,665        24,403        0  

Based on the foregoing votes, Marc A. Cohen and David L. Lucchino were elected as Class I directors and Item 2 was approved.


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.


Date: June 12, 2020     By:  

/s/ Michael D. Bookman

      Name: Michael D. Bookman
      Title: Deputy General Counsel and Secretary