0001599901FALSE00015999012023-06-152023-06-15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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, 2023
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AVIDITY BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
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| 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, California 92121 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)
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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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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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| 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. ☐
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Avidity Biosciences, Inc., a Delaware corporation (the "Company"), held its 2023 Annual Meeting of Stockholders (the "2023 Annual Meeting") on June 15, 2023. The following is a brief description of each matter voted upon at the 2023 Annual Meeting and the final 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.
1. The election of three nominees to serve as Class III directors for a three-year term to expire at the 2026 Annual Meeting of Stockholders. The following three Class III directors were elected by the votes indicated:
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| For | Withheld | Broker Non Votes |
| Noreen Henig, M.D. | 47,062,607 | 5,911,499 | 3,000,682 |
| Edward Kaye, M.D. | 28,689,497 | 24,284,609 | 3,000,682 |
| Jean Kim | 51,701,193 | 1,272,913 | 3,000,682 |
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, 2023. The appointment was ratified by the votes indicated:
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| For | Against | Abstain | Broker Non Votes |
| 55,856,141 | 36,229 | 82,418 | 0 |
3. The approval, on an advisory basis, of the compensation of the Company's named executive officers as described in the proxy statement related to the 2023 Annual Meeting. The compensation of the named executive officers was approved, on an advisory basis, by the votes indicated:
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| For | Against | Abstain | Broker Non Votes |
| 52,276,295 | 613,109 | 84,702 | 3,000,682 |
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.
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| | | | AVIDITY BIOSCIENCES, INC. |
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| Date: June 16, 2023 | | | | By: | | /s/ Michael F. MacLean |
| | | | | | Michael F. MacLean |
| | | | | | Chief Financial and Chief Business Officer |