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): October 27, 2023

Molecular Templates, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-32979

94-3409596

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

9301 Amberglen Blvd, Suite 100

Austin, Texas 78729

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (512) 869-1555

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	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))

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, $0.001 par value per share

MTEM

The Nasdaq Capital Market

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.

On October 27, 2023, Molecular Templates, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, a quorum of 3,862,824 shares of the Company’s common stock, or 71.88% of the outstanding shares of common stock entitled to vote as of the record date of September 7, 2023, were present in person or represented by proxy. At the Annual Meeting, the stockholders: (1) elected each of Eric E. Poma, Ph.D., Harold E. Selick, Ph.D., and Gabriela Gruia, M.D. to the Company’s Board of Directors as a Class I director for a term of three years to serve until the 2026 annual meeting of stockholders and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal (“Election of Directors”); (2) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (“Auditor Ratification”); and (3) approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement for the meeting (“Advisory Vote on Executive Compensation”). A more complete description of each of these matters is set forth in the Company’s proxy statement.

The number of votes cast in favor or against by the stockholders and the number of abstentions and the number of broker non-votes on each of the foregoing matters are set forth below.

Election of Directors

Nominee	Shares Voted For	Shares Voted Against	Shares Abstaining	Broker Non-votes
Eric E. Poma, Ph.D.	3,067,904	13,761	962	780,197
Harold E. Selick, Ph.D.	2,747,329	334,259	1,039	780,197
Gabriela Gruia, M.D.	3,062,159	19,470	998	780,197

Auditor Ratification

Shares Voted For		Shares Voted Against		Shares Abstaining
3,797,660		3,354		61,810

Advisory Vote on Executive Compensation

Shares Voted For		Shares Voted Against		Shares Abstaining		Broker Non-votes
3,057,877		23,433		1,317		780,197

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.

	Molecular Templates, Inc.

Dated: October 27, 2023

	By:	/s/ Eric E. Poma, Ph.D.
		Name: Eric E. Poma, Ph.D.
		Title: Chief Executive Officer

Cover	Oct. 27, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 27, 2023
Entity File Number	001-32979
Entity Registrant Name	Molecular Templates, Inc.
Entity Central Index Key	0001183765
Entity Tax Identification Number	94-3409596
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	9301 Amberglen Blvd
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78729
City Area Code	(512)
Local Phone Number	869-1555
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	MTEM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false