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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): June 11, 2024

 

Y-MABS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-38650   47-4619612

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

230 Park Avenue

Suite 3350

New York, New York 10169

(Address of principal executive offices) (Zip Code)

 

(646) 885-8505

(Registrant’s telephone number, include area code)

 

N/A

(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)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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:

 

Title of each class:   Trading Symbol   Name of each exchange on which
registered:
Common Stock, $0.0001 par value   YMAB   Nasdaq Global Select Market

 

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 5.07 Submission of Matters to a Vote of Security Holders

 

On June 11, 2024, Y-mAbs Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following three proposals: (1) the election of three Class III directors, Michael Rossi, Thomas Gad and Johan Wedell-Wedellsborg, each to hold office until the Company’s 2027 Annual Meeting of Stockholders, subject to the election and qualification of his or her successor or to his or her earlier death, resignation or removal (“Proposal 1”); (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024 (“Proposal 2”); and (3) the approval, in a non-binding advisory vote, of the compensation of the Company’s named executive officers as disclosed in the proxy materials (“Proposal 3”). Each of these proposals is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2024. The final results of the voting on each proposal are set forth below.

 

Proposal 1 - Election of Directors

 

The Company’s stockholders elected the three persons listed below as directors, each to serve until the Company’s 2027 Annual Meeting of Stockholders, subject to the election and qualification of his or her successor or to his or her earlier death, resignation or removal. The votes cast were as follows:

 

Nominees  For   Withheld   Broker Non-Votes 
Michael Rossi   28,429,656    65,392    3,466,788 
Thomas Gad   21,845,733    6,649,315    3,466,788 
Johan Wedell-Wedellsborg   21,920,196    6,574,852    3,466,788 

 

Proposal 2 – Ratification of the Appointment of the Independent Registered Public Accounting Firm

 

The Company’s stockholders approved Proposal 2. The votes cast were as follows:

 

For   Against   Abstain 
 31,959,182    2,489    164 

 

Proposal 3 – Advisory Vote on the Compensation of the Named Executive Officers

 

The Company’s stockholders approved Proposal 3. The votes cast were as follows:

 

For   Against   Abstain   Broker Non-Votes 
 27,772,834    721,693    521    3,466,788 

 

 

 

 

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.

 

  Y-MABS THERAPEUTICS, INC.
     
Date: June 13, 2024 By: /s/ Michael Rossi
    Michael Rossi
    President and Chief Executive Officer