Current Report Filing (8-k)
June 24 2022 - 4:07PM
Edgar (US Regulatory)
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2022-06-21
2022-06-21
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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 21, 2022
Immuneering
Corporation
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-40675 |
|
26-1976972 |
(State
or other jurisdiction
of incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
245
Main St.
Second
Floor
Cambridge,
MA 02142
(Address of principal executive offices) (Zip
Code)
(617)
500-8080
(Registrant’s telephone number, include
area code)
N/A
(Former Name or Former Address, if Changed
Since Last Report)
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 |
Class
A Common Stock, $0.001 par value per share |
|
IMRX |
|
The 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 (§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 x
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 21, 2022, Immuneering Corporation (the
“Company”) held its Annual Meeting of Stockholders. A total of 20,720,634 shares of the Company’s Class A common stock
were present in person or represented by proxy at the meeting, representing approximately 78.5 percent of the Company’s outstanding
Class A common stock as of the April 27, 2022 record date. The following are the voting results for the proposals considered and voted
upon at the meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange
Commission on May 2, 2022.
Item 1 — Election of two Class I
directors to serve until the 2025 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.
NOMINEE | |
Votes FOR | | |
Votes
AGAINST | | |
Votes
WITHHELD | | |
Broker Non-
Votes | |
Ann E. Berman | |
| 18,206,506 | | |
| 0 | | |
| 355,341 | | |
| 2,158,787 | |
Diana F. Hausman, M.D. | |
| 18,558,417 | | |
| 0 | | |
| 3,430 | | |
| 2,158,787 | |
Item 2 — Ratification of the appointment
of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
Votes FOR | | |
Votes AGAINST | | |
Votes
ABSTAINED | | |
Broker Non-Votes | |
20,719,504 | | |
| 30 | | |
| 1,100 | | |
| 0 | |
Based on the foregoing votes, Ann E. Berman and
Diana F. Hausman, M.D. were elected as Class I directors and Item 2 was approved.
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.
|
IMMUNEERING CORPORATION |
|
|
|
Date: June 24, 2022 |
By: |
/s/ Benjamin J.
Zeskind |
|
Name: |
Benjamin J. Zeskind, Ph.D. |
|
Title: |
Co-Founder, President, Chief Executive Officer |
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