0001193125-17-203518.txt : 20170614 0001193125-17-203518.hdr.sgml : 20170614 20170614161703 ACCESSION NUMBER: 0001193125-17-203518 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170609 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170614 DATE AS OF CHANGE: 20170614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Calithera Biosciences, Inc. CENTRAL INDEX KEY: 0001496671 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 272366329 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36644 FILM NUMBER: 17911324 BUSINESS ADDRESS: STREET 1: 343 OYSTER POINT BLVD #200 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-870-1000 MAIL ADDRESS: STREET 1: 343 OYSTER POINT BLVD #200 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 8-K 1 d352939d8k.htm FORM 8-K Form 8-K

 

 

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 9, 2017

 

 

Calithera Biosciences, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36644   27-2366329

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

343 Oyster Point Blvd. Suite 200

South San Francisco, California

   94080
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (650) 870-1000

 

 

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))

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 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 9, 2017, Calithera Biosciences, Inc. held its 2017 Annual Meeting of Stockholders or the 2017 Annual Meeting at Embassy Suites Hotel, 250 Gateway Boulevard, South San Francisco, California 94080. At the 2017 Annual Meeting, our stockholders voted on two proposals, each of which is described in more detail in our definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 21, 2017. The following is a brief description of each matter voted upon and the results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter. Proxies for the 2017 Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition of management’s solicitation.

Proposal 1. Stockholders elected the two nominees for Class III directors to serve until Calithera’s 2020 Annual Meeting of Stockholders or until his or her respective successor has been duly elected and qualified. The voting results were as follows:

 

Director Name

    Votes For      Votes Withheld      Broker Non-
Votes		  

Susan M. Molineaux, Ph.D.

      22,692,883        3,118,155        5,647,370  

H. Ward Wolff

      22,665,808        3,145,230        5,647,370  

Proposal 2. Stockholders ratified the selection by the Audit Committee of the Board of Directors of Calithera of Ernst & Young LLP as Calithera’s independent registered public accounting firm for the year ending December 31, 2017. The voting results were as follows:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-

Votes

31,432,762

   22,873   2,773   0

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.

 

    Calithera Biosciences, Inc.
Dated: June 14, 2017    
    By:  

/s/ Susan M. Molineaux

      Susan M. Molineaux
      President and Chief Executive Officer