UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03. Material Modification to Rights of Security Holders.
As further described under Item 5.07 of this Current Report on Form 8-K, on June 27, 2024 at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Scholar Rock Holding Corporation (the “Company”), and upon the recommendation of the Board of Directors (the “Board”) of the Company, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law (the “Officer Exculpation Amendment”). The Officer Exculpation Amendment was previously approved by the Board, subject to stockholder approval.
The Officer Exculpation Amendment is described in detail under “Proposal 4 - Amend The Company’s Amended And Restated Certificate Of Incorporation To Limit The Liability Of Certain Officers Of The Company” beginning on page 19 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2024 (the “Proxy Statement”) in connection with the Annual Meeting. The text of the Officer Exculpation Amendment was included in Annex B of the Proxy Statement.
The Officer Exculpation Amendment became effective upon its filing with the Secretary of State of the State of Delaware on June 27, 2024.
The foregoing description of the Officer Exculpation Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
As further described under Item 5.07 of this Current Report on this Form 8-K, at the Annual Meeting, and upon the recommendation of the Board, the Company’s stockholders approved a Certificate of Amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock, par value $0.001 per share (“Common Stock”, such amendment, the “Authorized Shares Amendment”). The Authorized Shares Amendment was previously approved by the Board, subject to stockholder approval.
The Authorized Shares Amendment is described in detail under “Proposal 3 - Amend The Company’s Amended And Restated Certificate Of Incorporation To Increase The Number Of Authorized Shares Of Common Stock From 150,000,000 To 300,000,000” beginning on page 16 of the Proxy Statement in connection with the Annual Meeting. The text of the Authorized Shares Amendment was included in Annex A of the Proxy Statement.
The Authorized Shares Amendment became effective upon its filing with the Secretary of State of the State of Delaware on June 27, 2024.
The foregoing description of the Authorized Shares Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
During the Annual Meeting, the Company’s stockholders considered and voted on the six proposals set forth below, each of which is described in greater detail in the Company’s Proxy Statement. The final voting results are set forth below.
Proposal 1 - Election of Directors
The stockholders elected each of the persons named below to serve as a Class III director of the Company for a three-year term that expires at the Company’s annual meeting of stockholders in 2027 and until their successors, if any,
are duly elected and qualified, subject to their earlier death, resignation or removal. The results of such vote were as follows:
Director Name |
| Votes For |
| Votes Withheld | Broker Non-Votes |
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Richard Brudnick |
| 62,726,053 |
| 8,216,814 | 5,223,279 |
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Jeffrey S. Flier, M.D. |
| 56,709,862 |
| 14,233,005 | 5,223,279 |
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Akshay Vaishnaw, M.D.,Ph.D. |
| 64,032,596 |
| 6,910,271 | 5,223,279 |
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Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of such vote were as follows:
Votes For |
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| Votes Against |
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| Abstentions |
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76,077,049 | 81,644 | 7,453 |
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Proposal 3 – Amendment of the Company’s Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock
The stockholders approved an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 to 300,000,000. The results of such vote were as follows:
Votes For |
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| Votes Against |
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| Abstentions | |
73,832,131 | 2,323,602 | 10,413 |
Proposal 4 – Amendment of the Company’s Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company
The stockholders approved an amendment to the Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law. The results of such vote were as follows:
Votes For |
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| Votes Against |
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| Abstentions | Broker Non-Votes |
61,173,475 | 9,760,918 | 8,474 | 5,223,279 |
Proposal 5 – Approval of the Compensation of the Company’s Named Executive Officers on a Non-Binding, Advisory Basis
The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The results of such vote were as follows:
Votes For |
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| Votes Against |
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| Abstentions | Broker Non-Votes | |||
69,061,313 | 1,773,153 | 108,401 | 5,223,279 | |||||||
Proposal 6 – Approval of the Preferred Frequency for the Advisory Vote on the Compensation of the Company’s Named Executed Officers
The stockholders approved, on a non-binding, advisory basis, the preferred frequency of the advisory votes on compensation of the Company’s named executive officers. The results of such vote were as follows:
1 Year |
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| 2 Years |
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| 3 Years | Abstentions | Broker Non-Votes | |||
70,755,855 | 14,133 | 55,268 | 117,611 | 5,223,279 | |||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
| Description |
3.1 | ||
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.
| Scholar Rock Holding Corporation | |
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Date: June 28, 2024 | By: | /s/ Junlin Ho |
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| Junlin Ho |
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| General Counsel and Corporate Secretary |