Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 1, 2017

CymaBay Therapeutics, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-36500

94-3103561

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

7999 Gateway Blvd., Suite 130

Newark, CA 94560

(Address of principal executive offices)

(510) 293-8800

(Registrant’s telephone number, including area code)

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 Instruction 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))

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 1, 2017, CymaBay Therapeutics, Inc. (“ CymaBay ”) held its 2017 Annual Meeting of Stockholders (the “ Annual Meeting ”). Set forth below is a brief description of each matter considered and voted upon at the Annual Meeting, together with the final tally of the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, including a separate tabulation with respect to each of the nine directors. A more complete description of each matter is set forth in CymaBay’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 19, 2017 (the “ Proxy Statement ”).

Proposal 1: Election of Directors .

CymaBay’s Stockholders elected each of the nine directors proposed by CymaBay for election, to serve until the 2018 annual meeting of stockholders, and until their successors are elected and have qualified, or until their earlier death, resignation or removal. The tabulation of votes on this matter was as follows:


Director Nominee	Shares Voted For		Shares Withheld
Mr. Sujal A. Shah		7,899,074		30,602
Dr. Robert F. Booth		7,900,202		29,474
Dr. Carl Goldfischer		7,906,202		23,474
Ms. Caroline Loewy		7,906,202		23,474
Dr. Evan A. Stein		7,906,202		23,474
Mr. Paul F. Truex		7,904,995		24,681
Mr. Kurt von Emster		7,904,995		24,681
Mr. Robert J. Weiland		7,899,995		29,681
Dr. Robert J. Wills		7,905,002		24,674

There were 15,000,579 broker non-votes for this proposal.

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm

CymaBay’s Stockholders ratified the appointment of Ernst & Young LLP as CymaBay’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The tabulation of votes on this matter was as follows:


Shares voted for:			22,460,986
Shares voted against:			270,004
Shares abstaining			199,265
Broker non-votes			0

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.