Current Report Filing (8-k)
June 03 2019 - 04:09PM
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): May 30, 2019
Calithera Biosciences, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36644
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27-2366329
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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343 Oyster Point Blvd. Suite 200
South San Francisco, California
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94080
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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: (650)
870-1000
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:
☐
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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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☐
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, 0.0001 par value
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CALA
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The Nasdaq Global Select Market
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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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On May 30, 2019, Calithera Biosciences, Inc. (Calithera) held its 2019 Annual Meeting of Stockholders (the Annual
Meeting) at the Hilton Garden Inn, 670 Gateway Blvd., South San Francisco, California 94080. At the Annual Meeting, Calitheras stockholders voted on two proposals, each of which is described in more detail in Calitheras definitive
proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 5, 2019. The following is a brief description of each matter voted upon and the results, including the number of votes cast for and against each
matter and, if applicable, the number of abstentions and broker
non-votes
with respect to each matter.
Proposal 1
. Stockholders elected the three nominees for Class II directors to serve until Calitheras 2022 Annual Meeting of
Stockholders or until his or her respective successor has been duly elected and qualified. The voting results were as follows:
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Director Name
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Votes For
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Votes Withheld
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Broker
Non-Votes
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Deepa Pakianathan
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21,417,192
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6,426,134
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8,893,615
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Jonathan G. Drachman
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21,625,417
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6,217,909
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8,893,615
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Suzy Jones
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21,625,465
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6,217,861
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8,893,615
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Proposal 2.
Stockholders ratified the selection by the Audit Committee of the Board of Directors of
Calithera of Ernst & Young LLP as Calitheras independent registered public accounting firm for the year ending December 31, 2019. The 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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32,697,755
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751,969
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3,287,217
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0
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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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Calithera Biosciences, Inc.
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Dated: June 3, 2019
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By:
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/s/ Susan M. Molineaux
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Susan M. Molineaux
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President and Chief Executive Officer
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