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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 17, 2024, CytomX Therapeutics, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation reflecting an amendment to increase the authorized number of shares of the Company’s common stock from 150,000,000 to 300,000,000 shares (the “Charter Amendment”). The Charter Amendment was approved by the Company’s stockholders at the Annual Meeting on May 15, 2024, as described below under Item 5.07.
A copy of the Amended and Restated Certificate of Incorporation reflecting the Charter Amendment is attached to this report as Exhibit 3.1.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on May 15, 2024. On March 19, 2024, the record date, there were 667,731,764 shares of the Company’s common stock outstanding, with each such share being entitled to one vote.
At the Annual Meeting, 46,918,673 shares of the Company’s common stock were voted online or by proxy for the four proposals set forth below, each of which is described in the Company’s Definitive Proxy Statement (the “Proxy Statement”) on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 4, 2024.
Proposal 1. The Company’s stockholders elected the Class III director nominees below to the Company’s Board of Directors to hold office until the 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or the earlier of their death, resignation or removal.
| NOMINEE | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||
| Alan Ashworth, Ph.D., FRS |
28,770,373 | 514,091 | 79,486 | 17,554,723 | ||||
| James R. Meyers |
28,970,141 | 324,310 | 69,499 | 17,554,723 | ||||
| Halley Gilbert |
24,008,423 | 5,271,685 | 83,842 | 17,554,723 |
Proposal 2. The Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024.
| FOR |
AGAINST |
ABSTAIN | ||
| 46,522,474 | 369,346 | 26,853 |
As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.
Proposal 3. The Company’s stockholders approved of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 shares to 300,000,000 shares.
| FOR |
AGAINST |
ABSTAIN | ||
| 42,707,436 | 3,211,496 | 999,741 |
As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.
Proposal 4. The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, pursuant to the compensation disclosure rules of the SEC.
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 27,396,411 | 1,905,835 | 61,704 | 17,554,723 |
No other items were presented for stockholder approval at the Annual Meeting.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of CytomX 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 thereunto duly authorized.
| CYTOMX THERAPEUTICS, INC. | ||||||
| Date: May 17, 2024 | By: | /s/ Lloyd Rowland | ||||
| Lloyd Rowland | ||||||
| SVP, General Counsel | ||||||