UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On September 26, 2024, Seres Therapeutics, Inc. (“Seres” or the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on a proposal to approve the sale of Seres’ VOWST microbiome therapeutic business (the “VOWST Business”) to Société des Produits Nestlé S.A., a société anonyme organized under the laws of Switzerland (“SPN”), and a wholly-owned subsidiary of Nestlé S.A., and its designated affiliates (the “Transaction”) pursuant to the Asset Purchase Agreement, dated August 5, 2024 (the “Purchase Agreement”), between the Company and SPN (such proposal, the “Transaction Proposal”). The Transaction Proposal and certain other proposals are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on August 26, 2024.
As of 5:00 p.m., Eastern Time, on August 19, 2024, the record date for the Special Meeting, there were 152,381,739 shares of common stock, par value $0.001 per share, of Seres (“Seres common stock”) outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, a total of 84,337,779 shares of Seres common stock, representing approximately 55.34% of the outstanding shares of Seres common stock entitled to vote, were present virtually or represented by proxy, constituting a quorum to conduct business.
The number of votes cast for and against, as well as abstention votes, with respect to each proposal presented at the Special Meeting was as follows:
Proposal No. 1: The Transaction Proposal
The Company’s stockholders approved the proposed sale of the Company’s VOWST Business to SPN pursuant to the terms of the Purchase Agreement as follows:
| FOR |
AGAINST |
ABSTAIN | ||
| 77,099,464 | 7,081,341 | 156,974 |
Proposal No. 2: The Compensation Proposal
The Company’s stockholders approved, on a non-binding, advisory basis, certain compensation that will or may become payable to the Company’s named executive officers in connection with the Transaction as follows:
| FOR |
AGAINST |
ABSTAIN | ||
| 63,060,361 | 20,912,098 | 365,320 |
Proposal No. 3: The Adjournment Proposal
The Company’s stockholders approved the proposal to adjourn the Special Meeting to a later date or dates, if necessary, to solicit additional proxies to approve the Transaction Proposal as follows:
| FOR |
AGAINST |
ABSTAIN | ||
| 73,771,613 | 10,272,074 | 294,092 |
However, because the Transaction Proposal to approve the proposed sale of the Company’s VOWST Business to SPN was approved, the adjournment of the Special Meeting was not necessary to continue to solicit additional proxies and, accordingly, the Special Meeting was not adjourned.
| Item 9.01 | Financial Statements and Exhibits |
Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by Seres Therapeutics, Inc., dated September 26, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
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.
| SERES THERAPEUTICS, INC. | ||||||
| Date: September 26, 2024 | By: | /s/ Eric D. Shaff | ||||
| Name: | Eric D. Shaff | |||||
| Title: | President and Chief Executive Officer | |||||