Current Report Filing (8-k)
June 16 2017 - 5:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 15, 2017
CATALYST BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-51173
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56-2020050
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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260 Littlefield Ave.
South San Francisco, California
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94080
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(Address of principal executive offices)
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(Zip Code)
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(650) 2668674
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
At the 2017 Annual Meeting of Stockholders of Catalyst Biosciences, Inc. (the Company) held
on June 15, 2017 (the Annual Meeting), the stockholders of the Company approved an amendment and restatement of the Catalyst Biosciences, Inc. 2015 Stock Incentive Plan (the 2015 Plan), thereby increasing the number of
shares available for issuance under the 2015 Plan by 950,000 shares, increasing the 162(m) annual grant limits and changing the non-employee director annual grant limits to apply to both cash fees and equity awards. The amendment and restatement of
the 2015 Plan had previously been approved by the Companys Board of Directors (the Board) and the Compensation Committee of the Board, subject to stockholder approval.
The foregoing description of the amendment and restatement of the 2015 Plan is only a summary and is qualified in its entirety by reference by the full text
of the 2015 Plan, as amended and restated, which is attached as Appendix A to the Companys definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on May 18, 2017, and is incorporated herein by
reference as Exhibit 10.1 to this Current Report on Form 8-K.
The disclosure set forth under Proposal 1 and Proposal 2 in Item 5.07 of this Current
Report on Form 8-K is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, there were 2,975,218 shares represented to vote either in person or by proxy, or 69.8% of the outstanding shares, which represented a
quorum. The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting were as follows:
Proposal 1: Election of
Directors.
Jeff Himawan, Ph.D. and John P. Richard were elected as Class II directors for a term of three years. The voting for each director was as
follows:
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For
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Withheld
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Broker
Non-Vote
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Jeff Himawan, Ph.D.
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1,134,567
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116,664
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1,723,987
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John P. Richard
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1,144,225
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107,006
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1,723,987
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Proposal 2: An amendment and restatement of the 2015 Plan to increase the authorized shares available for issuance under
the 2015 Plan by 950,000 shares, to increase the 162(m) annual grant limits and to change the non-employee director annual grant limits to apply to both cash fees and equity awards.
The amendment and restatement of the 2015 Plan was approved based upon the following votes:
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For
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Against
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Abstain
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Broker
Non-Vote
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1,048,360
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201,243
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1,628
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1,723,987
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Proposal 3: Say on Pay An advisory vote on the approval of executive compensation.
The Companys executive compensation was approved on a non-binding, advisory basis based upon the following votes:
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For
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Against
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Abstain
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Broker
Non-Vote
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1,070,271
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132,247
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48,713
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1,723,987
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Proposal 4: Say on Pay Frequency An advisory vote on whether a stockholder advisory vote on the
approval of the Companys executive compensation should occur every one, two or three years.
A stockholder advisory vote every one year on the
approval of the Companys executive compensation was approved on a non-binding, advisory basis based upon the following votes:
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1 Year
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2 Years
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3 Years
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Abstain
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828,609
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11,051
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268,496
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143,075
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Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm for the Company for the Current
Fiscal Year.
The appointment of EisnerAmper LLP as the Companys independent registered public accounting firm for fiscal year 2017 was ratified
based upon the following votes:
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For
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Against
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Abstain
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Broker
Non-Vote
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2,872,583
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98,530
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4,105
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0
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Item 9.01. Financial Statements and Exhibits.
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Exhibit
No.
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Description of Exhibit
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10.1*
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Catalyst Biosciences, Inc. (formerly Targacept, Inc.) 2015 Stock Incentive Plan (as Amended and Restated Effective June 15, 2017) (incorporated by reference to Appendix A of the definitive proxy statement for the Annual Meeting
filed by the Company on May 18, 2017).
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* Management contract or compensatory plan or
arrangement.
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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.
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CATALYST BIOSCIENCES, INC.
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Date: June 16, 2017
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/s/ Nassim Usman, Ph.D.
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Nassim Usman, Ph.D.
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Chief Executive Officer and President
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EXHIBIT INDEX
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Exhibit
No.
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Description of Exhibit
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10.1*
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Catalyst Biosciences, Inc. (formerly Targacept, Inc.) 2015 Stock Incentive Plan (as Amended and Restated Effective June 15, 2017) (incorporated by reference to Appendix A of the definitive proxy statement for the Annual Meeting
filed by the Company on May 18, 2017).
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* Management contract or compensatory plan or
arrangement.
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