UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
_______________________________
(Exact name of registrant as specified in its charter)
_______________________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code)
(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(s) | Name of each exchange on which registered |
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 18, 2024, Aptose Biosciences Inc., or the “Corporation,” held its Annual and Special Meeting of Shareholders. At the meeting, shareholders voted in favor of all items of business, as indicated below:
Proposal No. 1-Election of Directors
The Corporation’s shareholders voted to elect the following persons to the board of directors of the Corporation, each to serve until the 2025 Annual General Meeting:
| Nominee | Votes For | % Votes For | Votes Against | %Votes Against | Broker Non-Votes |
| Ms. Carol G. Ashe | 4,959,150 | 95.91 | 211,617 | 4.09 | 2,930,760 |
| Dr. Denis Burger | 4,950,365 | 95.74 | 220,401 | 4.26 | 2,930,761 |
| Dr. Erich Platzer | 4,963,215 | 95.99 | 207,552 | 4.01 | 2,930,760 |
| Dr. William G. Rice | 4,331,196 | 83.76 | 839,571 | 16.24 | 2,930,760 |
| Dr. Mark D. Vincent | 4,963,303 | 95.99 | 207,463 | 4.01 | 2,930,761 |
| Mr. Warren Whitehead | 4,951,313 | 95.76 | 219,454 | 4.24 | 2,930,760 |
| Dr. Bernd Seizinger | 4,962,815 | 95.98 | 207,952 | 4.02 | 2,930,760 |
Proposal No. 2-Appointment of Independent Registered Public Accounting Firm
The Corporation’s shareholders voted to approve the re-appointment of KPMG LLP as the independent registered public accounting firm of the Corporation for the fiscal year ended December 31, 2024.
| Votes For | % Votes For | Vote Against | % Votes Against | Abstain | Broker Non- Votes |
| 7,670,167 | 94.68 | 316,023 | 3.90 | 115,335 | 2 |
Proposal No. 3-Advisory (non-binding) Compensation of Named Executive Officers
The Corporation’s shareholders voted to approve a non-binding resolution to approve the compensation paid to the Corporation’s named executive officers.
| Votes For | % Votes For | Vote Against | % Votes Against | Abstain | Broker Non- Votes |
| 4,171,022 | 80.67 | 873,505 | 16.89 | 126,239 | 2,930,761 |
Proposal No. 4-Approval of Nasdaq 20% Issuance
The Corporation’s shareholders voted to approve the potential issuance of common shares of the Corporation to the holders of certain warrants in excess of 19.99% of its outstanding Shares pursuant to the Nasdaq Listing Rules.
| Votes For | % Votes For | Vote Against | % Votes Against | Abstain | Broker Non- Votes |
| 4,295,550 | 83.07 | 853,050 | 16.50 | 22,167 | 2,930,760 |
Proposal No. 5-Meeting Adjournments
The Corporation’s shareholders voted to approve a resolution permitting one or more adjournments of the meeting, if necessary or appropriate, if a quorum is present, to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve Proposal No. 4.
| Votes For | % Votes For | Vote Against | % Votes Against | Abstain | Broker Non- Votes |
| 4,363,800 | 84.40 | 780,913 | 15.10 | 26,053 | 2,930,761 |
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.
| Aptose Biosciences Inc. | ||
| Date: June 20, 2024 | By: | /s/ William G. Rice, Ph.D. |
| William G. Rice, Ph.D. | ||
| Chairman, President, and Chief Executive Officer | ||