Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 24, 2021, the stockholders of Genocea Biosciences, Inc. (the “Company”) approved proposed amendments to the Company’s restated certificate of incorporation to provide that the courts located within the state of Delaware will serve as the exclusive forum for the adjudication of certain legal disputes and to increase the number of authorized shares of common stock from 170,000,000 shares to 225,000,000 shares. Subsequent to such approval, the Company filed, on June 24, 2021, with the Delaware Secretary of State a restated certificate of incorporation (the “Restated Certificate of Incorporation”), giving effect to the exclusive forum provision and to the authorized share increase. A copy of the Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 24, 2021, the Company held its previously announced Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the five proposals as follows: (i) to elect Mr. Kenneth Bate and Dr. Ali Behbahani as Class I directors, each for a three-year term (“Proposal 1”); (ii) to approve, on an advisory basis, the compensation paid to the Company’s named executive officers (“Proposal 2”); (iii) to approve an amendment to the Company’s restated certificate of incorporation to provide that the courts located within the state of Delaware will serve as the exclusive forum for the adjudication of certain legal disputes (“Proposal 3”); (iv) to approve an amendment to the Company’s restated certificate of incorporation to increase the total number of shares of common stock that the Company is authorized to issue from 170,000,000 shares to 225,000,000 shares (“Proposal 4”); and (v) to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2021 (“Proposal 5”).
The Company’s stockholders approved Proposal 1. The votes cast at the Annual Meeting 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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Kenneth Bate
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26,975,495
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3,938,492
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11,570,728
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Ali Behbahani
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26,831,959
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4,082,028
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11,570,728
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The Company's stockholders approved Proposal 2 on a non-binding, advisory basis. The votes cast at the Annual Meeting were as follows: 29,938,840 shares voted for, 912,003 shares voted against and 63,144 shares abstained from voting. There were 11,570,728 broker non-votes with respect to Proposal 2.
The Company's stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows: 28,644,424 shares voted for, 2,221,032 shares voted against and 48,531 shares abstained from voting. There were 11,570,728 broker non-votes with respect to Proposal 3.
The Company's stockholders approved Proposal 4. The votes cast at the Annual Meeting were as follows: 39,613,090 shares voted for, 2,734,621 shares voted against and 137,004 shares abstained from voting. There were no broker non-votes with respect to Proposal 4.
The Company's stockholders approved Proposal 5. The votes cast at the Annual Meeting were as follows: 41,582,086 shares voted for, 744,525 shares voted against and 158,104 shares abstained from voting. There were no broker non-votes with respect to Proposal 5.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number
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Exhibit Description
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3.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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