Current Report Filing (8-k)
June 19 2020 - 4:03PM
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 17, 2020
Regulus Therapeutics Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35670
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26-4738379
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(State
of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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10628 Science Center Drive, Suite 225
San Diego, CA
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92121
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (858)
202-6300
(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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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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Securities registered pursuant to Section 12(b) of the Act:
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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,
par value $0.001 per share
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RGLS
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The Nasdaq Stock Market LLC
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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
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Submission of Matters to a Vote of Security Holders.
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The Annual Meeting of Stockholders of the Company was held on June 17, 2020. As of April, 20, 2020, the record date for the Annual Meeting of
Stockholders, 27,608,783 shares of common stock were issued and outstanding. A summary of the matters voted upon at the Annual Meeting of Stockholders and the final voting results are set forth below.
Proposal 1. Election of Directors
The nine persons
listed below were elected as directors at the Annual Meeting of Stockholders, each to serve until the Companys 2021 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The final voting results
were as follows:
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Votes For
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Votes
Withheld
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Broker Non-
Votes
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David Baltimore, Ph.D.
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10,008,347
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80,795
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11,096,990
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Kathryn J. Collier
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9,918,900
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170,242
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11,096,990
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Joseph P. Hagan
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9,926,973
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162,169
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11,096,990
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Jake R. Nunn
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9,923,006
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166,136
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11,096,990
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Stelios Papadopoulos, Ph.D.
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9,913,820
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175,322
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11,096,990
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William Rastetter, Ph.D.
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9,908,043
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181,099
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11,096,990
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Hugh Rosen, M.D., Ph.D.
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10,002,305
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86,837
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11,096,990
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Simos Simeonidis, Ph.D.
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10,009,713
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79,429
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11,096,990
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Pascale Witz, MBA, MSc
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9,912,113
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177,029
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11,096,990
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Proposal 2. The Companys stockholders approved, on an advisory basis, the compensation of the Companys
named executive officers, as disclosed in the Companys definitive proxy statement for the Annual Meeting of Stockholders. The final voting results were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-
Votes
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7,956,601
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2,107,967
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24,574
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11,096,990
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Proposal 3. The Companys stockholders ratified the selection by the Companys Audit Committee of the Board
of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2020. The final voting results were as follows:
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Votes For
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Votes Against
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Abstentions
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20,808,732
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309,126
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68,274
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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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Regulus Therapeutics Inc.
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Date: June 19, 2020
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By:
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/s/ Joseph Hagan
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Joseph Hagan
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President and Chief Executive Officer
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