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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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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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 (§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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 19, 2023, Gamida Cell Ltd. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved an amendment to the Company’s Articles of Association (the “Articles”), effective upon approval, to increase the Company’s authorized share capital from NIS 2,250,000, divided into 225,000,000 ordinary shares, to NIS 3,250,000, divided into 325,000,000 ordinary shares. The foregoing description is qualified in its entirety by reference to the full text of the amended Articles of Association, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2023.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As described above, the Company held the Annual Meeting on October 19, 2023. The shareholders considered six proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 13, 2023. Of the 131,139,353 shares outstanding as of the record date, 90,194,009 shares, or 68.77%, were present virtually or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of shareholders at the Annual Meeting.
Proposal No. 1: To elect each of Mr. Kenneth I. Moch and Mr. Jeremy Blank to serve as a Class II director of the Company, and to hold office until the close of business of the annual general meeting of shareholders to be held in 2026 and until their respective successors are duly elected and qualified, or until such individual’s earlier resignation or retirement. The votes were cast as follows:
Name | Votes For | Votes Against | Abstained | |||||||||
| Kenneth I. Moch | 59,005,888 | 10,708,288 | 529,029 | |||||||||
| Jeremy Blank | 63,823,129 | 5,788,112 | 631,964 | |||||||||
Broker Non-Votes: 19,950,804
Both nominees were elected.
Proposal No. 2: To approve the re-appointment of Kost, Forer, Gabbay & Kasierer, a member firm of Ernst & Young Global, as the Company’s independent auditors for the fiscal year ending December 31, 2023, and its service until the annual general meeting of shareholders to be held in 2024. The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||
| Ratification of Appointment of Auditors | 84,569,847 | 4,789,244 | 834,918 | |||||||||
Broker Non-Votes: None.
The proposal passed.
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Proposal No. 3: To approve an amendment to the Company’s compensation policy for its office holders. The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||
| Amendment to the Company’s Compensation Policy for its office holders | 51,353,573 | 16,254,356 | 2,635,276 | |||||||||
Broker Non-Votes: 19,950,804
As required by Israeli law, Proposal 3 was also approved by shareholders holding a majority of the ordinary shares voted on such proposal (excluding abstentions) who affirmatively confirmed that they were non-controlling shareholders and did not have a personal interest in such proposal.
The proposal passed.
Proposal No. 4: To approve compensation terms and equity awards for Abigail Jenkins, the Company’s Director, President and Chief Executive Officer. The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||
| CEO Compensation Package and Special Bonus | 51,835,171 | 16,019,623 | 2,388,411 | |||||||||
Broker Non-Votes: 19,950,804
The proposal passed.
Proposal No. 5: To approve amendments to the non-executive directors’ compensation. The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||
| Amended Non-Executive Directors’ Compensation | 52,101,866 | 15,806,811 | 2,334,528 | |||||||||
Broker Non-Votes: 19,950,804
The proposal passed.
Proposal No. 6: To approve the increase in the Company’s authorized share capital from NIS 2,250,000, divided into 225,000,000 ordinary shares to NIS 3,250,000, divided into 325,000,000 ordinary shares via the adoption of an amendment to Article 5.1.1 of the Company’s current Articles of Association. The votes were cast as follows.
| Votes For | Votes Against | Abstained | ||||||||||
| Amendment of Articles of Association | 43,572,136 | 26,402,792 | 268,277 | |||||||||
Broker Non-Votes: 19,950,804
The results were in line with the recommendation made by the Company’s board of directors. The proposal passed.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Gamida Cell Ltd. | ||
| Dated: October 20, 2023 | By: | /s/ Josh Patterson |
| Josh Patterson | ||
| General Counsel & Chief Compliance Officer | ||
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Cover |
Oct. 19, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Oct. 19, 2023 |
| Current Fiscal Year End Date | --12-31 |
| Entity File Number | 001-38716 |
| Entity Registrant Name | Gamida Cell Ltd. |
| Entity Central Index Key | 0001600847 |
| Entity Tax Identification Number | 00-0000000 |
| Entity Incorporation, State or Country Code | L3 |
| Entity Address, Address Line One | 116 Huntington Avenue |
| Entity Address, City or Town | Boston |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 02116 |
| City Area Code | 617 |
| Local Phone Number | 892-9080 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Ordinary Shares, NIS 0.01 par value |
| Trading Symbol | GMDA |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |
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