SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction
|(Address of registrant’s principal executive office)||(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:
|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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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.
Rubius Therapeutics, Inc. (the “Company”) held its annual meeting (the “Annual Meeting”) of stockholders on May 12, 2021. The following proposals were submitted to the stockholders at Annual Meeting:
(i) To elect three Class III directors to the Company’s board of directors, to serve until the 2024 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, 2021.
The proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 30, 2021.
The number of shares of common stock entitled to vote at the Annual Meeting was 81,230,888. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 72,438,370. 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 III Directors.|
|Director Nominee||Votes For||Votes Withheld|
|Pablo J. Cagnoni, M.D.||61,348,312||1,604,715|
|Francis Cuss, M.B., B.Chir., FRCP||61,321,769||1,631,258|
|Sir Jonathan Symonds, CBE||61,328,894||1,624,133|
There were 9,485,343 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, 2021.|
Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The results of the voting included 72,434,777 votes for, 715 votes against and 2,878 votes abstained. There were no broker non-votes regarding this proposal.
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 13, 2021||
RUBIUS THERAPEUTICS, INC.
|By:||/s/ Pablo J. Cagnoni|
|Pablo J. Cagnoni|
|Chief Executive Officer|