UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 18, 2020, at the annual meeting of stockholders (the “Annual Meeting”) of Sangamo Therapeutics, Inc. (the “Company”), the Company’s stockholders approved the amendment and restatement of the Sangamo Therapeutics, Inc. 2018 Equity Incentive Plan (the “2018 Plan”) to, among other things, increase the number of shares of the Company’s common stock reserved for issuance under the 2018 Plan by 9,900,000 shares (the “Amended and Restated 2018 Plan”).
The Amended and Restated 2018 Plan previously had been approved, subject to stockholder approval, by the Compensation Committee of the Board of Directors of the Company (the “Board”). The Amended and Restated 2018 Plan became effective immediately upon stockholder approval at the Annual Meeting.
The terms of the Amended and Restated 2018 Plan provide for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards, and performance stock awards that may be settled in cash, stock, or other property.
A more detailed summary of the material features of the Amended and Restated 2018 Plan, including the terms of stock option and restricted stock unit grants thereunder, are set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 2, 2020 (the “Proxy Statement”). Those summaries and the foregoing descriptions are qualified in their entirety by reference to the full text of the Amended and Restated 2018 Plan which is filed as Exhibit 10.1 hereto 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 and adopted the Fourth Certificate of Amendment (the “Fourth Certificate of Amendment”) of the Company’s Seventh Amended and Restated Certificate of Incorporation, as amended, to increase the total number of authorized shares of common stock from 160,000,000 shares to 320,000,000 shares.
The Fourth Certificate of Amendment previously had been approved, subject to stockholder approval, by the Board.
A detailed discussion of the Fourth Certificate of Amendment is set forth in the Proxy Statement and a copy thereof is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the following proposals were approved by the stockholders: (i) the election of the nine nominees for director listed in the Proxy Statement to serve on the Board until the next annual meeting of stockholders to be held in 2021 or until their successors are duly elected and qualified; (ii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement; (iii) the approval of the Amended and Restated 2018 Plan; (iv) the approval of the Fourth Certificate of Amendment; and (v) the ratification of the appointment by the Audit Committee of the Board of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, each by the votes set forth below:
Proposal 1: Election of Directors:
Each of the nominees for director listed in the Proxy Statement was elected by the votes set forth below:
| Name of Director |
For |
Against |
Abstain |
Broker Non-Votes |
||||||||||||
| Robert F. Carey |
56,259,277 |
2,464,148 |
665,660 |
32,529,245 |
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| Stephen G. Dilly, M.B.B.S, Ph.D. |
56,160,687 |
2,577,050 |
651,348 |
32,529,245 |
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| Alexander D. Macrae, M.B., Ch.B., Ph.D. |
56,141,331 |
2,808,368 |
439,386 |
32,529,245 |
||||||||||||
| John H. Markels, Ph.D. |
56,342,756 |
2,281,204 |
765,125 |
32,529,245 |
||||||||||||
| James R. Meyers |
56,309,162 |
2,301,497 |
778,426 |
32,529,245 |
||||||||||||
| H. Stewart Parker |
55,958,809 |
2,872,910 |
557,366 |
32,529,245 |
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| Saira Ramasastry |
50,356,829 |
8,548,195 |
484,061 |
32,529,245 |
||||||||||||
| Karen L. Smith, M.D., Ph.D., M.B.A., L.L.M. |
56,256,307 |
2,443,528 |
689,250 |
32,529,245 |
||||||||||||
| Joseph S. Zakrzewski |
56,190,486 |
2,475,464 |
723,135 |
32,529,245 |
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Proposal 2: Approval, on an advisory basis, of the compensation of the named executive officers as disclosed in the Proxy Statement:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 53,872,983 |
4,906,478 |
609,624 |
32,529,245 |
Proposal 3: Approval of the Amended and Restated 2018 Plan:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 49,103,018 |
9,901,759 |
384,308 |
32,529,245 |
Proposal 4: Approval of the Fourth Certificate of Amendment:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 72,685,331 |
18,376,302 |
856,697 |
— |
Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 87,887,748 |
2,995,603 |
1,034,979 |
— |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |||
| 3.1 |
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| 10.1 |
Amended and Restated 2018 Equity Incentive Plan of Sangamo Therapeutics, Inc. | |||
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
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.
| SANGAMO THERAPEUTICS, INC. | ||||||
| Dated: May 22, 2020 |
By: |
/s/ Gary H. Loeb | ||||
| Name: |
Gary H. Loeb | |||||
| Title: |
Executive Vice President and General Counsel | |||||