UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
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(Exact Name of Registrant as specified in its charter)
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 20, 2024, Omega Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation (the “Amendment”), which had previously been adopted by the Company’s Board of Directors (the “Board”) subject to stockholder approval at the Meeting. The Amendment updates the exculpation provision with respect to certain officers of the Company as permitted by recent amendments to the General Corporation Law of the State of Delaware.
A description of the Amendment is included in the section titled "Proposal 3: Approval of Amendment to our Restated Certificate of Incorporation to Provide for Exculpation of Officers from Breaches of Fiduciary Duty to the Fullest Extent Permitted by the General Corporation Law of the State of Delaware” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2024 (the “Definitive Proxy Statement”), which description is incorporated herein by reference.
As a result, the Company filed a Certificate of Amendment to the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 20, 2024, which became effective upon filing (the “Certificate of Amendment”).
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
A total of 47,676,189 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) were present online or represented by proxy at the Meeting, representing approximately 86.44% of the Company’s outstanding Common Stock as of the April 25, 2024 record date. The following are the voting results for the proposals considered and voted upon at the Meeting, each of which were described in the Definitive Proxy Statement.
Item 1 — Election of three Class III directors for a term of office expiring on the date of the annual meeting of stockholders to be held in 2027 and until their respective successors have been duly elected and qualified or until each such director’s earlier death, resignation or removal.
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Votes Withheld |
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Rainer J. Boehm, M.D. |
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42,087,588 |
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687,013 |
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4,901,588 |
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Richard N. Kender |
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42,097,066 |
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677,535 |
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4,901,588 |
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Elliott M. Levy, M.D. |
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41,107,295 |
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1,667,306 |
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4,901,588 |
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Item 2 — Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
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Broker Non-Votes |
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47,036,453 |
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591,734 |
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48,002 |
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Item 3 — Approval of an amendment to the Company’s Restated Certificate of Incorporation to provide for the exculpation of officers from breaches of fiduciary duty to the fullest extent permitted by the General Corporation Law of the State of Delaware.
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Votes Abstained |
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40,734,215 |
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2,023,235 |
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17,151 |
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4,901,588 |
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Based on the foregoing votes, each of Rainer J. Boehm, M.D., Richard N. Kender and Elliott M. Levy, M.D. were elected as Class III directors, and Item 2 and Item 3 were approved.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
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Description |
3.1 |
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104 |
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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.
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Date: June 24, 2024 |
Omega Therapeutics, Inc. |
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By: |
/s/ Mahesh Karande |
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Mahesh Karande |
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President and Chief Executive Officer |
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