UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 16, 2022, F-star Therapeutics, Inc. (“F-star”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders: (1) elected each of Pamela Klein, M.D. and Geoffrey Race to F-star’s Board of Directors as a Class I director for a term of three years to serve until the 2025 annual meeting of stockholders and until her or his successor is elected and qualified or until her or his earlier death, resignation or removal (“Election of Directors”); (2) approved, on a non-binding, advisory basis, the compensation of F-star’s named executive officers, as described in F-star’s definitive proxy statement on Schedule 14A (“Proxy Statement”), filed with the Securities and Exchange Commission (“SEC”) on April 22, 2022 (“Say-on-Pay”); (3) approved, on a non-binding, advisory basis, that F-star should hold an advisory vote on the compensation of F-star’s named executive officers at a frequency of every year (“Frequency-on-Pay”) ; and (4) ratified the appointment of RSM US LLP as F-star’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (“Auditor Ratification”). A more complete description of each of these matters is set forth in F-star’s Proxy Statement.
The number of votes cast in favor or against or withheld by the stockholders and, where applicable, the number of abstentions and the number of broker nonvotes on each of the foregoing matters are set forth below.
| 1. | Election of Directors |
| Nominee |
Shares Voted For |
Shares Voted to Withhold Authority |
Broker Nonvotes | |||
| Pamela Klein, M.D. |
6,919,719 | 3,540,744 | 4,090,309 | |||
| Geoffrey Race |
10,304,795 | 155,668 | 4,090,309 |
2. Say-on-Pay
| Shares Voted For |
Shares Voted Against |
Shares Abstaining |
Broker Nonvotes | |||
| 10,267,792 | 159,931 | 32,740 | 4,090,309 |
3. Frequency-on-Pay
| Shares Voted For A Frequency of One Year |
Shares Voted For A Frequency of Two Years |
Shares Voted For A Frequency of Three Years |
Shares Abstaining |
Broker Nonvotes | ||||
| 9,894,236 | 407,759 | 94,602 | 63,866 | 4,090,309 |
4. Auditor Ratification
| Shares Voted For |
Shares Voted Against |
Shares Abstaining |
Broker Nonvotes | |||
| 14,460,066 | 73,247 | 17,459 | 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.
| F-STAR THERAPEUTICS, INC. | ||||||
| Date: June 16, 2022 | /s/ Darlene Deptula-Hicks | |||||
| Name: Darlene Deptula-Hicks | ||||||
| Title: Chief Financial Officer | ||||||
Document and Entity Information |
Jun. 16, 2022 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001566373 |
| Document Type | 8-K |
| Document Period End Date | Jun. 16, 2022 |
| Entity Registrant Name | F-STAR THERAPEUTICS, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-37718 |
| Entity Tax Identification Number | 52-2386345 |
| Entity Address, Address Line One | Eddeva B920 Babraham Research Campus |
| Entity Address, City or Town | Cambridge |
| Entity Address, Country | GB |
| Entity Address, Postal Zip Code | CB22 3AT |
| City Area Code | 1223 |
| Local Phone Number | 497400 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common stock, $0.0001 par value |
| Trading Symbol | FSTX |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |