UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 22, 2019

 


 

RUBIUS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-38586

 

46-2688109

(State or other jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification Number)

 

 

 

 

399 Binney Street, Suite 300
Cambridge, MA

 

02139

(Address of registrant’s principal executive office)

 

(Zip code)

 

(617) 679-9600

(Registrant’s telephone number, including area code)

 

N/A

(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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class

 

Trading symbol(s)

 

Name of each exchange on which
registered

Common Stock, par value $0.001 per share

 

RUBY

 

The Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company     x

 

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.     o

 

 

 


 

Item 5.07 — Submission of Matters to a Vote of Security Holders.

 

Rubius Therapeutics, Inc. (the “Company”) held its annual meeting (the “Annual Meeting”) of stockholders on May 22, 2019. The following proposals were submitted to the stockholders at Annual Meeting:

 

(i) To elect three Class I directors to the Company’s board of directors, to serve until the 2022 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal; and

 

(ii) To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

The proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 12, 2019.

 

The number of shares of common stock entitled to vote at the Annual Meeting was 79,846,695.  The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 71,094,138.  All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and all director nominees were elected.

 

The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

 

(a)         Election of Class I Directors.

 

Director Nominee

 

Votes For

 

Votes Withheld

 

David R. Epstein

 

60,117,141

 

4,870,466

 

 

 

 

 

 

 

Natalie Holles

 

64,562,646

 

424,961

 

 

 

 

 

 

 

Robert S. Langer, Sc. D.

 

62,662,511

 

2,325,096

 

 

There were 6,106,531 broker non-votes regarding the election of directors.

 

(b)         Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.  The results of the voting included 71,090,370 votes for, 863 votes against and 2,905 votes abstained.  There were no broker non-votes regarding this proposal.

 

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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.

 

Date: May 23, 2019

RUBIUS THERAPEUTICS, INC.

 

 

 

 

 

 

 

By:

/s/ Andrew M. Oh

 

 

Andrew M. Oh

 

 

Chief Financial Officer

 

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