false 0001599901 0001599901 2022-06-15 2022-06-15

 

 

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 15, 2022

 

 

AVIDITY BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39321   46-1336960

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

10578 Science Center Drive, Suite 125
San Diego, CA 92121
(Address of principal executive offices) (Zip Code)

(858) 401-7900

(Registrant’s telephone number, include 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:

 

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:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, par value $0.0001 per share   RNA   The Nasdaq Global Market

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.

Avidity Biosciences, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) on June 15, 2022. The following is a brief description of each matter voted upon at the 2022 Annual Meeting and the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable. Voting results are, when applicable, reported by rounding votes by fractional shares down to the nearest round number.

 

  1.

The election of two nominees to serve as Class II directors for a three-year term to expire at the 2025 Annual Meeting of Stockholders. The following two Class II directors were elected by the votes indicated.

 

    

For

  

Withheld

  

Broker Non-Votes

Tamar Thompson    40,395,889    2,241,358    3,164,322
Eric Mosbrooker    39,994,933    2,642,314    3,164,322

 

  2.

The ratification of the appointment of BDO USA, LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The appointment was ratified by the votes indicated:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

45,379,132    34,554    387,883    0.00

 

  3.

The approval, on an advisory basis, of the compensation of the Company’s named executive officers. The compensation of the named executive officers was approved, on an advisory basis, by the votes indicated:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

42,097,420    492,828    46,999    3,164,322

 

  4.

The stockholders’ recommendation, on an advisory basis, regarding the frequency of the stockholder vote to approve the compensation of the named executive officers. The frequency was ratified, on an advisory basis, by the votes indicated:

 

Every One Year

  

Every Two Years

  

Every Three Years

  

Abstain

  

Broker Non-Votes

42,351,063    52,220    191,011    42,953    3,164,322

In light of the foregoing, the Company has decided to hold an advisory vote on executive compensation on an annual basis until the next required advisory vote on the frequency of future advisory votes on executive compensation.


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.

 

   AVIDITY BIOSCIENCES, INC.
Date: June 17, 2022    By:   

/s/ Michael F. MacLean

      Michael F. MacLean
      Chief Financial and Chief Business Officer