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
Date of Report (Date of earliest event reported):
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(IRS Employer Identification No.) |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code:
(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) |
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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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Trading Symbol(s) |
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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 June 12, 2024, Intellia Therapeutics, Inc. (the “Company”) filed a Certificate of Second Amendment (the “Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of Delaware to limit the liability of certain officers of the Company as permitted by recent amendments to the Delaware General Corporation Law. The Amendment was approved by the holders of a majority of the outstanding shares of common stock of the Company at its Annual Meeting of Stockholders (the “Annual Meeting”), as described in Item 5.07 below.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 12, 2024, the Company held its Annual Meeting to consider and vote on the four proposals set forth below, each of which is described in detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2024. The following is a summary of the matters voted on at the Annual Meeting.
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a) |
The stockholders of the Company elected each of Fred Cohen, M.D., D.Phil., and Frank Verwiel, M.D., as a class II director, for a three-year term ending at the annual meeting of stockholders to be held in 2027 and until his successor has been duly elected and qualified or until his earlier resignation or removal. The results of the stockholders’ vote with respect to the election of the class II directors were as follows: |
Name |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Fred Cohen, M.D., D.Phil. |
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65,390,554 |
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6,655,846 |
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11,843,099 |
Frank Verwiel, M.D. |
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55,820,159 |
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16,226,241 |
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11,843,099 |
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b) |
The stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the stockholders’ vote with respect to such ratification were as follows: |
Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
83,483,463 |
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256,699 |
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149,337 |
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0 |
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c) |
The stockholders of the Company approved, on an advisory basis, the compensation of the named executive officers. The results of the stockholders’ vote with respect to the approval of the compensation of the named executive officers were as follows: |
Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
70,436,308 |
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1,525,957 |
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84,135 |
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11,843,099 |
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d) |
The stockholders of the Company approved and adopted a second amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to limit the liability of certain officers of the Company as permitted by recent amendments to the Delaware General Corporation Law. The results of the stockholders’ vote with respect to the approval and adoption of the amendment were as follows: |
Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
69,078,509 |
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2,876,786 |
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91,105 |
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11,843,099 |
No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
3.1* |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith
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 thereunto duly authorized.
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Intellia Therapeutics, Inc. |
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Date: June 13, 2024 |
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By: |
/s/ John M. Leonard |
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Name: John M. Leonard |
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Title: Chief Executive Officer and President |
Exhibit 3.1
CERTIFICATE OF SECOND AMENDMENT
OF
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
INTELLIA THERAPEUTICS, INC.
Intellia Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”),
DOES HEREBY CERTIFY:
RESOLVED, that ARTICLE XI be added to the Second Amended and Restated Certificate of Incorporation is hereby replaced in its entirety to read as follows:
“
ARTICLE XI
OFFICER LIMITATION OF LIABILITY
An Officer (as defined below) of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as an officer of the Corporation, except for liability (a) for any breach of the Officer’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) for any transaction from which the Officer derived an improper personal benefit, or (d) arising from any claim brought by or in the right of the Corporation. If the DGCL is amended after the effective date of this Certificate to authorize corporate action further eliminating or limiting the personal liability of Officers, then the liability of an Officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. For purposes of this Article XI, “Officer” shall mean an individual who has been duly appointed as an officer of the Corporation and who, at the time of an act or omission as to which liability is asserted, is deemed to have consented to service of process to the registered agent of the Corporation as contemplated by 10 Del. C. § 3114(b).
Any amendment, repeal or modification of this Article XI by either of (i) the stockholders of the Corporation or (ii) an amendment to the DGCL, shall not adversely affect any right or protection
existing at the time of such amendment, repeal or modification with respect to any acts or omissions occurring before such amendment, repeal or modification of a person serving as an Officer at the time of such amendment, repeal or modification.”
[Signature Page to Follow]
In Witness Whereof, this Certificate of Amendment has been executed by a duly authorized officer of the Corporation on this 12th day of June, 2024.
By: /s/ John Leonard
Name: John Leonard
Title: President and Chief Executive Officer
Signature Page to Certificate of Amendment
Document and Entity Information |
Jun. 12, 2024 |
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| Cover [Abstract] | |
| Entity Registrant Name | INTELLIA THERAPEUTICS, INC. |
| Document Type | 8-K |
| Amendment Flag | false |
| Entity Central Index Key | 0001652130 |
| Document Period End Date | Jun. 12, 2024 |
| Entity Emerging Growth Company | false |
| Entity File Number | 001-37766 |
| Entity Incorporation, State or Country Code | DE |
| Entity Information, Former Legal or Registered Name | Not Applicable |
| Entity Tax Identification Number | 36-4785571 |
| Entity Address, Address Line One | 40 Erie Street |
| Entity Address, Address Line Two | Suite 130 |
| Entity Address, City or Town | Cambridge |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 02139 |
| City Area Code | (857) |
| Local Phone Number | 285-6200 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock (Par Value $0.0001) |
| Trading Symbol | NTLA |
| Security Exchange Name | NASDAQ |
| Current Fiscal Year End Date | --12-31 |
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