Form 8-K - Current report

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 21, 2024

MACROGENICS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-36112

06-1591613

(State or Other Jurisdiction of Incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

9704 Medical Center Drive

Rockville,

Maryland

20850

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code: (301) 251-5172

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MGNX	Nasdaq Global Select Market

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.

MacroGenics, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders on May 21, 2024. A total of 55,633,111 shares of the Company's common stock were present or represented by proxy at the meeting, which represented approximately 89% of the Company's 62,560,502 shares of common stock that were outstanding and entitled to vote at the meeting as of the record date of March 22, 2024. Stockholders considered the four proposals outlined below, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2024 (the "Proxy Statement").

Proposal 1. The election of three nominees to serve as Class II directors, each for a term of three years. All director nominees were elected. The voting results were as follows:


Nominees	For	Withheld	Broker Non-Votes
Scott Jackson	45,427,543	6,045,759	4,159,809
Margaret A. Liu, M.D.	49,514,571	2,253,648	3,864,892
David Stump, M.D.	46,614,076	5,136,726	3,882,309

Proposal 2. The ratification of the appointment by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2024. Proposal 2 was approved. The voting results were as follows:


For	Against	Abstain	Broker Non-Votes
53,484,470	2,134,398	14,243	—

Proposal 3. To approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement. Stockholders approved the compensation of the Company's named executive officers. The voting results were as follows:


For	Against	Abstain	Broker Non-Votes
49,530,270	2,225,779	12,170	3,864,892

Proposal 4. To approve an amendment to the MacroGenics, Inc. 2023 Equity Incentive Plan (the "2023 Plan") to increase the number of shares of our common stock available for issuance thereunder by 2,000,000 shares. Stockholders approved the amendment to the 2023 Plan. The voting results were as follows:


For	Against	Abstain	Broker Non-Votes
36,984,883	14,772,092	11,244	3,864,892

SIGNATURE

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.


	MACROGENICS, INC.
Date: May 23, 2024	By: Name: Title:	/s/ Jeffrey Peters Jeffrey Peters Senior Vice President and General Counsel

Cover	May 20, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 21, 2024
Entity Registrant Name	MACROGENICS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36112
Entity Tax Identification Number	06-1591613
Entity Address, Address Line One	9704 Medical Center Drive
Entity Address, City or Town	Rockville,
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20850
City Area Code	301
Local Phone Number	251-5172
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	MGNX
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001125345
Amendment Flag	false