Item 3.03. Material Modification to Rights of Security
Holders.
The information contained in Item 5.03 below is incorporated by
reference into this Item 3.03.
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(e) Stock
Incentive Plan
On May 27, 2021, Curis, Inc. (the “Company”) held its 2021
Annual Meeting of Stockholders (the “Annual Meeting”), as a virtual
web conference at www.virtualshareholdermeeting.com/CRIS2021, at
which a quorum was present by proxy.
At the Annual Meeting, the Company’s stockholders approved the
Company’s Fourth Amended and Restated 2010 Stock Incentive Plan
(the “Fourth Amended and Restated 2010 Plan”) to reserve an
additional 11,000,000 shares of common stock, $0.01 par value per
share, of the Company (the “common stock”) for issuance under the
plan, increasing the total number of shares of common stock
authorized for issuance thereunder from 12,190,000 shares to
23,190,000.
The foregoing description of the Fourth Amended and Restated 2010
Plan does not purport to be complete. The more fulsome description
of the Fourth Amended and Restated 2010 Plan contained on pages 61
to 71 of
the Company’s Proxy Statement for the 2021 Annual Meeting of
Stockholders, filed with the Securities and Exchange Commission on
April 14, 2021 (the “Proxy Statement”), is incorporated
herein by reference. Both such descriptions are qualified in their
entirety by reference to the full text of the Fourth Amended and
Restated 2010 Plan, which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
At the Annual Meeting, the Company’s stockholders approved an
amendment to the Company’s Restated Certificate of Incorporation
(the “Certificate of Amendment”) to increase the number of
authorized shares of the Company’s common stock from 151,875,000
shares to 227,812,500 shares. The additional common stock
authorized by the Certificate of Amendment has rights identical to
the Company’s currently outstanding common stock. The Company filed
the Certificate of Amendment, which was effective upon filing, with
the Secretary of State of the State of Delaware on May 28,
2021.
The foregoing summary of the Certificate of Amendment does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Certificate of Amendment, a copy
of which is attached hereto as Exhibit 3.1 and is incorporated
herein by reference.
