UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. |
On June 10, 2024, following the vote on proposal 3 at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Edgewise Therapeutics, Inc. (the “Company”), the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation, which amendment was effective upon filing. Specifically, the Certificate of Amendment amended Section 1 of Article IX in its entirety to read as follows:
“Section 1. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended from time to time, a director or officer of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Company shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.”
The Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto.
| Item 5.07. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
The Company held its Annual Meeting on June 7, 2023. The matters voted upon at the Annual Meeting and the voting results for each proposal are set forth below.
Proposal 1: Election of three Class III Directors
| Name of Director | For | Withheld | Broker Non-Votes | ||||||
| Peter Thompson, M.D. | 65,082,540 | 17,277,217 | 8,220,319 | ||||||
| Kevin Koch, Ph.D. | 75,368,471 | 6,991,286 | 8,220,319 | ||||||
| Jonathan Fox, M.D., Ph.D. | 71,894,919 | 10,464,838 | 8,220,319 |
Each director nominee was duly elected to serve until the 2027 annual meeting of stockholders and until their successor is duly elected and qualified, subject to earlier resignation or removal.
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm
| For | Against | Abstain | |||||
| 90,540,979 | 4,016 | 35,081 |
The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
Proposal 3: Amendment to the Amended and Restated Certificate of Incorporation
| For | Against | Abstain | Broker Non-Votes | |||||||
| 81,420,504 | 937,804 | 1,449 | 8,220,319 |
The stockholders approved the Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Exhibit Description | |
| 3.1 | Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, dated June 10, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| EDGEWISE THERAPEUTICS, INC. | ||
| By: | /s/ Kevin Koch | |
| Kevin Koch, Ph.D. | ||
| President and Chief Executive Officer | ||
Date: June 10, 2024