Current Report Filing (8-k)
May 21 2020 - 4:06PM
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): May 20, 2020
CORBUS
PHARMACEUTICALS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-37348
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46-4348039
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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500
River Ridge Drive, Norwood, MA
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02062
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (617) 963-0100
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 Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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CRBP
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The
Nasdaq Global Market
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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
5.07 Submission of Matters to a Vote of Security Holders.
On
May 20, 2020, Corbus Pharmaceuticals Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual
Meeting”). The matters voted on at the Annual Meeting were: (1) the election of directors, (2) the ratification of the appointment
of EisnerAmper LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending
December 31, 2020, (3) the approval, on an advisory basis, of the executive compensation of the Company’s named executive
officers and (4) the approval, on an advisory basis, with respect to how often the Company will conduct an advisory vote on executive
compensation. The final voting results were as follows:
1.
The election of each of Dr. Yuval Cohen, Alan Holmer, Avery W. Catlin, David P. Hochman, Rachelle Jacques, John Jenkins and Peter
Salzmann as directors to hold office for a term of one year, until his or her successor is duly elected and qualified or he or
she is otherwise unable to complete his or her term.
The
votes were cast for this matter as follows:
Nominees
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Votes For
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Votes Withheld
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Broker Non-Votes
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Dr. Yuval Cohen
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19,806,535
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1,812,661
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34,589,730
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Alan Holmer
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17,558,757
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4,060,439
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34,589,730
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Avery W. Catlin
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18,884,690
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2,734,506
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34,589,730
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David P. Hochman
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21,486,293
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132,903
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34,589,730
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Rachelle Jacques
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21,270,442
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348,754
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34,589,730
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John Jenkins
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18,424,886
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3,194,310
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34,589,730
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Peter Salzmann
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21,513,002
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106,194
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34,589,730
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2.
The proposal to ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm
for the Company’s fiscal year ending December 31, 2020 was approved based upon the following votes:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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55,690,743
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147,644
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370,539
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0
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3.
The votes were cast as follows with respect to the proposal to vote, on an advisory basis, on the compensation of the Company’s
named executive officers as described in the Company’s definitive proxy statement:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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18,992,387
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2,303,630
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323,179
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34,589,730
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4.
The votes were cast as follows with respect to the proposal to vote, on an advisory basis, on how often the Company will conduct
an advisory vote on executive compensation:
1 Year
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2 Years
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3 Years
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Abstentions
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Broker Non-Votes
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20,253,623
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824,902
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354,669
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186,002
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34,589,730
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The
Company’s board of directors (the “Board”) has considered the outcome of this advisory vote on how often the
Company will conduct an advisory vote on executive compensation and has determined, as was recommended with respect to this proposal
by the Board in the proxy statement for the Annual Meeting, that the Company will conduct future advisory votes on executive compensation
every year until the occurrence of the next vote on how often the Company will conduct an advisory vote on executive compensation.
The next vote, on an advisory basis, on how often the Company will conduct an advisory vote on executive compensation is required
to occur no later than the Company’s 2026 Annual Meeting of Stockholders.
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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CORBUS
PHARMACEUTICALS HOLDINGS, INC.
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Dated:
May 21, 2020
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By:
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/s/
Yuval Cohen
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Name:
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Yuval
Cohen
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Title:
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Chief
Executive Officer
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Corbus Pharmaceuticals (NASDAQ:CRBP)
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