UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 22, 2023, the board of directors (the “Board”) of NextCure, Inc. (the “Company”) approved and adopted the Second Amended and Restated Bylaws of the Company (the “A&R Bylaws”). The amendments contained in the A&R Bylaws included, among other things:
| • | updated provisions relating to adjournment procedures and lists of stockholders entitled to vote at stockholder meetings, in each case, to reflect recent amendments to the General Corporation Law of the State of Delaware; |
| • | modified the rules for stockholder nominations to the Board by requiring that proposing stockholders provide certain written representations in accordance with the new universal proxy rules under the Securities Exchange Act of 1934 (the “Exchange Act”); |
| • | added a requirement that stockholder nominees for director make themselves available for interviews by the Board, if requested; and |
| • | require the Company to disregard proxies or votes for stockholder nominees if, after the stockholder provides notice under the new universal proxy rules, the proposing stockholder subsequently gives notice that such stockholder no longer intends to solicit proxies in support of nominees other than the Company’s nominees or otherwise fails to comply with the proxy solicitation rules under the Exchange Act. |
The foregoing description of the A&R Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 22, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders: (i) elected the three Class I members of the Board, each to serve for a three-year term expiring at the Company’s 2026 Annual Meeting of Stockholders and until such director’s earlier death, resignation, or removal from the Board; and (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Set forth below are the voting results for each of the proposals voted upon by the Company’s stockholders at the Annual Meeting.
Proposal No. 1: Election of Class I Directors
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Anne Borgman, M.D. | 12,190,349 | 1,326,715 | 5,980 | 6,306,954 | ||||||||||||
| John G. Houston, Ph.D. | 13,068,269 | 440,195 | 14,580 | 6,306,954 | ||||||||||||
| Garry A. Nicholson | 13,067,332 | 451,132 | 4,580 | 6,306,954 | ||||||||||||
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 19,670,647 | 155,231 | 4,120 | 0 | |||||||||||
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
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Exhibit No. |
Description | |
| 3.1 | Second Amended and Restated Bylaws of NextCure, Inc. | |
| 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.
| Dated: June 26, 2023 |
NEXTCURE, INC.
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| By: | /s/ Steven P. Cobourn | |
| Name: | Steven P. Cobourn | |
| Title: | Chief Financial Officer | |