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): June 13, 2024

CORVUS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37719

46-4670809

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

863 Mitten Road, Suite 102

Burlingame, CA

94010

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (650) 900-4520

Former name or former address, if changed since last report: Not applicable

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:

☐

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, Par Value $0.0001 per share	CRVS	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 June 13, 2024, Corvus Pharmaceuticals, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Only stockholders of record at the close of business on April 18, 2024, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, there were 49,038,582 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 35,968,782 shares of the Company’s common stock were voted in person or by proxy for the three proposals set forth below, each of which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 26, 2024.

The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is as follows:

Proposal No. 1 — Election of Director

The Company’s stockholders elected the Class II director nominee below to the Company’s Board of Directors to hold office until the 2027 Annual Meeting of Stockholders or until his respective successor is elected and qualified or appointed, or the earlier of his death, resignation or removal.

Class II Director Nominee		Votes For		Votes Withheld		Broker Non-Votes
Scott W. Morrison		19,667,286		5,398,946		10,902,550

Proposal No. 2 — Ratification of Selection of Independent Registered Accounting Firm

The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLC as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024.

Votes For		Votes Against		Abstain
35,776,658		65,997		126,127

Proposal No. 3 —Non-Binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

On a non-binding advisory basis, the Company’s stockholders approved the compensation of the Company’s named executive officers.

Votes For		Votes Against		Abstain		Broker Non-Votes
24,424,413		413,670		234,233		10,896,466

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CORVUS PHARMACEUTICALS, INC.
Date: June 14, 2024
	By:	/s/ Leiv Lea
		Leiv Lea
		Chief Financial Officer

Cover	Jun. 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 13, 2024
Entity File Number	001-37719
Entity Registrant Name	CORVUS PHARMACEUTICALS, INC.
Entity Central Index Key	0001626971
Entity Tax Identification Number	46-4670809
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	863 Mitten Road
Entity Address, Address Line Two	Suite 102
Entity Address, City or Town	Burlingame
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94010
City Area Code	(650)
Local Phone Number	900-4520
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, Par Value $0.0001 per share
Trading Symbol	CRVS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false