UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
At the annual meeting of stockholders of Carisma Therapeutics Inc. (the “Company”) held on June 6, 2023 (the “2023 Annual Meeting”), the Company’s stockholders approved the amendment and restatement to the Company’s Amended and Restated 2014 Stock Incentive Plan (the “2014 Plan”), which amendment and restatement had previously been adopted by the Company’s Board of Directors subject to stockholder approval.
The description of the amendment and restatement of the 2014 Plan, contained on pages 16 to 28 of the Company’s Proxy Statement for the 2023 Annual Meeting, filed with the Securities and Exchange Commission on April 28, 2023, is incorporated herein by reference. A complete copy of the amendment and restatement of the 2014 Plan 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 2023 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock, $0.001 par value per share, from 100,000,000 to 350,000,000 (the “Certificate of Amendment”). 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 June 6, 2023.
The summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by 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.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2023 Annual Meeting, the Company’s stockholders voted on the following proposals:
1. The following nominees were elected to the Company’s Board of Directors (the “Board”) as Class III directors for terms expiring at the 2026 annual meeting of stockholders and until their respective successors have been duly elected and qualified.
| Votes For | Votes Withheld | Broker Non-Votes | ||||||||||
| Regina Hodits, Ph.D. | 25,650,857 | 2,571,186 | 2,815,899 | |||||||||
| Björn Odlander, M.D., Ph.D | 27,821,576 | 400,467 | 2,815,899 | |||||||||
2. A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.
| Votes For: | 27,924,030 | |||
| Votes Against: | 264,478 | |||
| Votes Abstaining: | 33,535 | |||
| Broker Non-Votes: | 2,815,899 |
3. An amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 350,000,000 was approved.
| Votes For: | 29,380,660 | |||
| Votes Against: | 1,591,560 | |||
| Votes Abstaining: | 65,722 | |||
| Broker Non-Votes: | — |
4. An amendment and restatement of the Company’s Amended and Restated 2014 Stock Incentive Plan was approved.
| Votes For: | 27,113,070 | |||
| Votes Against: | 1,074,066 | |||
| Votes Abstaining: | 34,907 | |||
| Broker Non-Votes: | 2,815,899 |
5. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified.
| Votes For: | 30,887,544 | |||
| Votes Against: | 63,433 | |||
| Votes Abstaining: | 86,965 | |||
| Broker Non-Votes: | — |
6. Item 9.01. Financial Statements Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Certificate of Amendment of the Restated Certificate of Incorporation of Carisma Therapeutics Inc. | |
| 99.1 | Amendment and Restatement of Carisma Therapeutics Inc.’s Amended and Restated 2014 Stock Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within 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.
| CARISMA THERAPEUTICS INC. | ||
| By: | /s/ Steven Kelly | |
| Date: June 9, 2023 | Steven Kelly | |
| President and Chief Executive Officer | ||