Current Report Filing (8-k)
June 05 2018 - 5:02PM
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 1, 2018
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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10614 Science Center Drive
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
N/A
(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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☐
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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 5.07
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Submission of Matters to a Vote of Security Holders.
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The Annual Meeting of Stockholders of Regulus
Therapeutics Inc. (the Company) was held on June 1, 2018. As of April 6, 2018, the record date for the Annual Meeting of Stockholders, 104,319,552 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 seven persons listed below were elected as directors at the Annual Meeting of Stockholders, each to serve until the Companys 2019 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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49,631,205
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4,072,987
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38,511,005
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Kathryn J. Collier
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52,755,308
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948,884
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38,511,005
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Joseph P. Hagan
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49,616,442
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4,087,750
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38,511,005
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Stelios Papadopoulos, Ph.D.
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49,475,601
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4,228,591
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38,511,005
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William Rastetter, Ph.D.
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49,671,149
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4,033,043
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38,511,005
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Hugh Rosen, M.D., Ph.D.
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49,671,431
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4,032,761
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38,511,005
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Pascale Witz
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49,668,954
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4,035,238
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38,511,005
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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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52,838,305
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751,650
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114,237
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38,511,005
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Proposal 3.
The Companys stockholders indicated, on an advisory basis, every year as the preferred frequency of
stockholder advisory votes on the compensation of the Companys named executive officers. The final voting results were as follows:
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Votes For Every Year
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Votes For Every Two
Years
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Votes for Every Three
Years
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Abstentions
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Broker Non-Votes
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49,467,562
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3,569,322
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447,456
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219,852
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38,511,005
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Based on these results, and consistent with the recommendation of the Companys Board of Directors, the Company has
determined to hold a
non-binding
stockholder advisory vote on the compensation of the Companys named executive officers every year.
Proposal 4.
Ratification of the Selection of Independent Registered Public Accounting Firm
The Companys stockholders ratified the selection by the Companys Audit Committee of the Board of Directors of Ernst & Young LLP as the
Companys independent registered public accounting firm for the fiscal year ending December 31, 2018. 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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90,809,879
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1,159,396
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245,922
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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 5, 2018
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By:
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/s/ Joseph P. Hagan
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Joseph P. Hagan
President and
CEO
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