UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
| |||
(State or other jurisdiction of | (Commission File Number) | (IRS Employer |
(Address of principal executive offices, including zip code)
(
(Registrant’s telephone number, including 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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading |
| Name of each exchange |
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
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 account standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2024 annual meeting of stockholders of MaxCyte, Inc. (the “Company”) held on June 11, 2024 (the “Annual Meeting”), the Company’s stockholders approved an Amendment (the “Plan Amendment”) to the MaxCyte, Inc. 2022 Equity Incentive Plan, as amended (the “2022 Plan”). The Plan Amendment increases by 2,300,000 the maximum number of shares of common stock authorized to be issued under the 2022 Plan. Further information regarding the Plan Amendment was provided in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2024 (the “Proxy Statement”).
The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Plan Amendment. The Plan Amendment has been incorporated into the 2022 Plan via an Amended and Restated MaxCyte, Inc. 2022 Equity Incentive Plan (the “Amended and Restated 2022 Plan”), which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
During the Annual Meeting, the Company’s stockholders considered three proposals, each of which is described in more detail in the Proxy Statement. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.
Proposal 1 - Election of directors:
Nominee |
| For |
| Withhold |
| Broker Non-Votes |
Will Brooke | 68,727,229 | 1,026,170 | 12,060,733 | |||
John Johnston | 68,991,928 | 761,471 | 12,060,733 | |||
Richard Douglas | 48,055,363 | 21,698,036 | 12,060,733 |
Proposal 2 - Approval of the Plan Amendment:
Votes For |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
58,665,618 | 10,758,144 | 329,637 | 12,060,733 |
Proposal 3 - Ratification of appointment of CohnReznick LLP as independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024:
Votes For |
| Votes Against |
| Abstentions |
81,711,923 | 7,327 | 94,882 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
| Description |
10.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |