Item 5.07 – Submission of Matters to a Vote of Security Holders.
Rubius Therapeutics, Inc. (the “Company”)
held its annual meeting (the “Annual Meeting”) of stockholders on May 12, 2022. The following proposals were submitted
to the stockholders at the Annual Meeting:
(a) To
elect three Class I directors to the Company’s board of directors, to serve until the 2025 annual meeting of stockholders and
until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal;
(b) To
ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2022;
(c) To approve, on a non-binding, advisory
basis, the compensation of the Company’s named executive officers for the year ended December 31, 2021 (say-on-pay vote); and
(d) To consider and act upon a non-binding,
advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers.
The proposals are described in detail in the Company’s
Proxy Statement filed with the Securities and Exchange Commission on March 30, 2022.
The
number of shares of common stock entitled to vote at the Annual Meeting was 90,186,626.
The number of shares of common stock present or represented by proxy at the Annual Meeting was 82,862,487.
The number of votes cast for and against and the
number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:
| (a) | Election of Class I Directors. |
All director nominees were elected.
| Director Nominee | |
Votes For | |
Votes Withheld |
| David R. Epstein | |
65,198,843 | |
10,088,873 |
| Natalie Holles | |
71,359,254 | |
3,928,462 |
| Anne Prener | |
70,381,122 | |
4,906,594 |
There were 7,574,771 broker non-votes regarding
the election of directors.
| (b) | Ratification of the appointment of PricewaterhouseCoopers LLP as
the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. |
Stockholders ratified the appointment of PricewaterhouseCoopers
LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The
results of the voting included 82,789,006 votes for, 2,303 votes against and 71,178 votes abstained. There were no broker non-votes regarding
this proposal.
| (c) | Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers for the year ended
December 31, 2021 (say-on-pay vote). |
Stockholders approved, on a non-binding, advisory
basis, the compensation of the Company’s named executive officers for the year ended December 31, 2021. The results of
the voting included 71,979,260 votes for, 3,302,940 votes against and 5,516 votes abstained. There were 7,574,771 broker non-votes regarding
this proposal.
| (d) | Non-binding, advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive
officers. |
Stockholders voted, on a non-binding, advisory
basis, for a frequency option of every one year as the preferred frequency for future non-binding, advisory votes to approve the compensation
of the Company’s named executive officers. The results of the voting included 75,234,092 votes for the frequency option of every
one year, 5,746 votes for the frequency option of every two years, 33,406 votes for the frequency option of every three years and 14,472
votes abstained. There were 7,574,771 broker non-votes regarding this proposal.
Consistent with a majority of the votes cast with
respect to frequency of non-binding, advisory votes to approve the compensation of the Company’s named executive officers and with
the recommendation of the Company’s board of directors, the Company will hold a stockholder advisory vote on the compensation of
its named executive officers annually until the next required vote on the frequency of stockholder votes on the compensation of its named
executive officers as required pursuant to Section 14A(a)(2) of the Securities and Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.