UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2022 annual meeting of stockholders (the “Annual Meeting”) of Aprea Therapeutics, Inc. (the “Company”) held on July 28, 2022, the proposals set forth below were submitted to the stockholders of the Company.
For more information about these proposals, please refer to the Company’s proxy statement filed with the Securities and Exchange Commission on June 10, 2022. The number of votes cast for, against, or withheld, as well as abstentions and broker non-votes, if applicable, in respect to each proposal is set forth below:
| Proposal 1: | The Company’s stockholders elected the following three directors to serve as Class III directors until the Company’s 2025 annual meeting of stockholders and until their successors are duly elected and qualified. The votes regarding the election of the directors were as follows: |
| Director | Votes For | Votes Withheld | Broker Non-Votes | ||||||
| Class III Nominees | |||||||||
| Oren Gilad, Ph.D. | 8,230,950 | 712,403 | 4,549,748 | ||||||
| John B. Henneman III | 7,467,577 | 1,475,776 | 4,549,748 | ||||||
| Christian S. Schade | 8,062,343 | 881,010 | 4,549,748 |
| Proposal 2: | The Company’s stockholders ratified the appointment of one recently appointed Class I director and two recently appointed Class II directors for the remainder of their respective terms and until their successors are duly elected and qualified. The votes regarding the ratification, on an advisory basis, of the appointment of recently appointed directors were as follows: |
| Director | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||
| Class I Director | ||||||||||
| Marc Duey | 8,214,308 | 367,751 | 361,294 | X | ||||||
| Class II Directors | ||||||||||
| Michael Grissinger | 8,159,789 | 404,773 | 378,791 | X | ||||||
| Rifat Pamukcu, M.D. | 8,177,710 | 377,940 | 387,703 | X |
| Proposal 3: | The Company’s stockholders approved the issuance, in accordance with Nasdaq Listing Rule 5635(a), of the Company’s common stock, upon conversion of the Company’s Series A Non-Voting Convertible Preferred Stock issued on May 16, 2022. The votes regarding this proposal were as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||
| 7,834,449 | 999,916 | 108,988 | X |
| Proposal 4: | The Company’s stockholders did not approve amendments to the Company’s certificate of incorporation, to effect a reverse stock split at a ratio of 1-for-3 and 1-for-20, inclusive, with the exact ratio to be set within that range at the discretion of the Company’s Board of Directors before December 31, 2022. Approval of this proposal required the majority vote of all outstanding shares of common stock. The votes regarding this proposal were as follows: |
| Votes For | Votes Against | Abstentions | ||||||||
| 11,248,289 | 2,180,239 | 64,573 |
| Proposal 5: | The Company’s stockholders approved an amendment to the Company’s 2019 Equity Incentive Plan to increase the number of shares of the Company’s common stock authorized for issuance by 2,000,000 shares. The votes regarding this proposal were as follows: |
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||||
| 6,694,237 | 2,198,677 | 50,439 | X |
| Proposal 6: | The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes regarding this ratification were as follows: |
| Votes For | Votes Against | Abstentions | ||||||||
| 12,748,782 | 537,487 | 206,832 |
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.
| Aprea Therapeutics, Inc. | ||
| Dated: August 2, 2022 | By: | /s/ Oren Gilad |
| Name: Oren Gilad | ||
| Title: President and Chief Executive Officer | ||