UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 20, 2024, Century Therapeutics, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 24, 2024, the record date for the Annual Meeting, there were 82,847,375 outstanding shares of the Company’s common stock. The Annual Meeting was conducted virtually, and the following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting, which are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities Exchange Commission on April 26, 2024.
(a) Proposal 1 - Election of Class III Directors. Each of Kimberly Blackwell, M.D., Joseph Jimenez and Brent Pfeiffenberger, Pharm.D. were elected to the Company’s Board of Directors to serve as Class III directors until the 2027 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal, as follows:
| Name | For | Against | Abstentions | Broker Non-Votes | ||||
| Kimberly Blackwell, M.D. | 59,931,468 | 0 | 6,014,484 | 7,395,050 | ||||
| Joseph Jimenez | 64,376,622 | 0 | 1,569,330 | 7,395,050 | ||||
| Brent Pfeiffenberger, Pharm.D. | 65,728,988 | 0 | 216,964 | 7,395,050 |
(b) Proposal 2 - Ratification of Independent Registered Public Accountant. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year was ratified, as follows:
| For | Against | Abstentions | Broker Non-Votes | |||
| 72,250,603 | 1,065,984 | 24,413 | 0 |
(c) Proposal 3 – Approval of the Certificate of Amendment. The Amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to limit the liability of certain of the Company’s officers as permitted by recent amendments to Delaware law was approved, as follows:
| For | Against | Abstentions | Broker Non-Votes | |||
| 64,419,117 | 1,488,443 | 38,391 | 7,395,051 |
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.
| CENTURY THERAPEUTICS, INC. | ||
| By: | /s/ Brent Pfeiffenberger, Pharm.D. | |
| Name: | Brent Pfeiffenberger, Pharm.D. | |
| Title: | President and Chief Executive Officer | |
Date: June 24, 2024