Item 5.02. Submission of Matters to a Vote of Security Holders.
On June 5, 2018, the stockholders of CymaBay Therapeutics, Inc. (“
CymaBay
”) approved the CymaBay Therapeutics,
Inc. amended and restated 2013 Equity Incentive Plan (the “
Amended 2013 Plan
”). The Amended 2013 Plan amended and restated the CymaBay Therapeutics, Inc. 2013 Equity Incentive Plan (the “
2013 Plan
”).
The key differences between the terms of the 2013 Plan and the Amended 2013 Plan are as follows:
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The Amended 2013 Plan provides that an additional 1,500,000 shares of common stock may be issued pursuant to stock awards granted under the Amended 2013 Plan.
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The Amended 2013 Plan eliminates references to Section 162(m) of the Internal Revenue Code of 1986, as amended (the “
Code
”), and the Amended 2013 Plan eliminates individual grant limits that
applied under the 2013 Plan to awards that were intended to comply with the exemption for “performance-based compensation” under Code Section 162(m), because those provisions were included in the 2013 Plan to allow CymaBay to comply
with the exemption for “performance-based compensation” under Section 162(m), which has been repealed, effective for taxable years beginning after December 31, 2017.
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The Amended 2013 Plan eliminates references to performance cash awards, because those awards were included in the 2013 Plan to allow CymaBay to comply with the exemption for “performance-based compensation”
under Section 162(m), which has been repealed, effective for taxable years beginning after December 31, 2017.
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The Amended 2013 Plan adds grant limits of 2,000,000 shares per year per participant for options and performance stock awards.
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The Amended 2013 Plan, as was the case with the 2013 Plan, permits the grant of stock options, stock bonus awards, restricted stock awards,
stock appreciation rights, restricted stock unit awards, performance-based stock awards and other awards (each individually, an “
Award
”). The Amended 2013 Plan is intended to attract and retain the best available personnel
for positions of substantial responsibility, including (1) employees of CymaBay and any parent or subsidiary, (2) consultants who provide services to CymaBay and any parent or subsidiary, and (3) directors of CymaBay.
Subject to any adjustments for changes in CymaBay’s capitalization, an aggregate of 8,349,991 shares may be issued pursuant to awards
under the Amended 2013 Plan. The number of shares available for issuance under the Amended 2013 Plan are reduced by (i) one share for each share of common stock issued pursuant to an option grant or stock appreciation right with a strike price
of at least 100% of the fair market value of the underlying common stock on the date of grant, and (ii) one share for each share of common stock issued pursuant to stock bonus awards, restricted stock awards, stock unit awards, performance
stock awards, or other stock awards granted under the Amended 2013 Plan.
In addition, the number of shares of common stock reserved for issuance under the Amended 2013
Plan automatically increases on January 1
st
of each year through (and including) January 1, 2023, in an amount equal to 5% of the total number of shares of common stock outstanding on
December 31
st
of the preceding calendar year. Notwithstanding the foregoing, the Board of Directors may act prior to
January 1
st
of a given year to provide that there will be no January 1
st
increase in the share reserve for such year or
that the increase in the share reserve for such year will be a lesser number of shares of common stock than would otherwise occur pursuant to the preceding sentence.
A further description of the Amended 2013 Plan is contained in CymaBay’s proxy statement filed with the Securities and Exchange
Commission on April 20, 2018. The Amended 2013 Plan is filed as Exhibit 10.1 to this Form
8-K,
and the description above is qualified by reference to the Amended 2013 Plan as so filed.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On June 5, 2018, CymaBay
Therapeutics, Inc. held its 2018 Annual Meeting of Stockholders (the “
Annual Meeting
”). Set forth below is a brief description of each matter considered and voted upon at the Annual Meeting, together with the final tally of
the number of votes cast for, against or withheld, as well as the number of abstentions and broker
non-votes
as to each such matter, including a separate tabulation with respect to each of the nine directors.
A more complete description of each matter is set forth in CymaBay’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 20, 2018 (the “
Proxy Statement
”).
Proposal 1: Election of Directors.
CymaBay’s stockholders elected each of the nine directors proposed by CymaBay for election, to serve until the 2019 annual meeting of
stockholders, and until their successors are elected and have qualified, or until their earlier death, resignation or removal. The tabulation of votes on this matter was as follows:
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Director Nominee
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Shares
Voted For
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Shares
Withheld
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Sujal A. Shah
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40,483,988
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46,391
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Robert F. Booth, Ph.D.
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37,684,554
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2,845,825
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Carl Goldfischer, M.D.
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36,678,164
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3,852,215
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Caroline Loewy
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40,357,562
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172,817
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Evan A. Stein, M.D., Ph.D.
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40,358,000
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172,379
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Paul F. Truex
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37,684,954
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2,845,425
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Kurt von Emster
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40,326,602
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203,777
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Robert J. Weiland
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40,358,112
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172,267
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Robert J. Wills, Ph.D.
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37,677,754
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2,852,625
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There were 10,568,672 broker
non-votes
for this proposal.
Proposal 2: Approval of Amended and Restated 2013 Equity Incentive Plan
CymaBay’s stockholders approved the CymaBay Therapeutics, Inc. amended and restated 2013 Equity Incentive Plan. The tabulation of votes on
this matter was as follows:
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Shares voted for:
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22,460,529
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Shares voted against:
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18,017,030
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Shares abstaining
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52,820
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Broker
non-votes
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10,568,672
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Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm
CymaBay’s stockholders ratified the appointment of Ernst & Young LLP as CymaBay’s independent registered public accounting
firm for the fiscal year ending December 31, 2018. The tabulation of votes on this matter was as follows:
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Shares voted for:
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50,691,275
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Shares voted against:
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279,038
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Shares abstaining
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128,738
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Broker
non-votes
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0
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