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 21, 2023, the board of directors (the “Board”) of Werewolf Therapeutics, Inc. (the “Company”) adopted amended and restated bylaws of the Company (as amended and restated, the “Second Amended and Restated Bylaws”), effective immediately to, among other things:
| • | Amend certain procedures governing notice of each meeting of stockholders, including providing the record date for determining stockholders entitled to vote at the meeting; |
| • | Eliminate the former requirement regarding availability of the voting list during stockholder meetings, consistent with recent amendments to Section 219 of the Delaware General Corporation Law (the “DGCL”); |
| • | Clarify the procedures governing adjournment of the stockholder meetings, consistent with recent amendments to Section 222 of the DGCL; |
| • | Revise and enhance the procedures and disclosure requirements set forth in the advanced notice bylaw provision in connection with stockholder nominations of directors and submission of stockholder proposals, including: (i) clarifying the circumstances under which stockholders may nominate persons for director at a special meeting of stockholders, (ii) requiring additional information, representations, and disclosure from proposing stockholders, proposed nominees for director, and other persons associated with nominating or proposing stockholders, (iii) clarifying the requirements for the timing, content and method of delivery of notices and accompanying materials, and (iv) updating certain provisions to reflect the requirements of Rule 14a-19 of the Securities Exchange Act of 1934, as amended, relating to universal proxy rules; |
| • | Require that a nominating stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; |
| • | Eliminate the former provision relating to the compensation of directors, as the Company has determined that this provision is unnecessary; and |
| • | Include certain technical, conforming and clarifying changes. |
The foregoing description of the revisions to the Second Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of the Company held on June 21, 2023, the Company’s stockholders voted on the following proposals:
| (a) | The stockholders of the Company elected Meeta Chatterjee, Ph.D., Derek DiRocco, Ph.D., and Daniel J. Hicklin, Ph.D. as Class II directors, each for a three-year term ending at the annual meeting of stockholders to be held in 2026. The results of the stockholders’ vote with respect to the election of the Class II directors were as follows: |
| Name |
Votes For | Votes Withheld |
Broker Non-Votes | |||
| Meeta Chatterjee, Ph.D. |
18,766,485 | 4,810,351 | 6,323,280 | |||
| Derek DiRocco, Ph.D. |
18,471,357 | 5,105,479 | 6,323,280 | |||
| Daniel J. Hicklin, Ph.D. |
23,547,794 | 29,042 | 6,323,280 |
| (b) | The stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of the stockholders’ vote with respect to such ratification were as follows: |
| For |
Against |
Abstain | ||
| 29,895,437 | 3,279 | 1,400 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Second Amended and Restated Bylaws of Werewolf Therapeutics, Inc. | |
| 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.
| WEREWOLF THERAPEUTICS, INC. | ||||||
| Date: June 27, 2023 | By: | /s/ Jonathan Owen | ||||
| Jonathan Owen | ||||||
| Secretary | ||||||