UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 5, 2017

 

 

SANGAMO THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

000-30171		68-0359556
(Commission File Number)		(IRS Employer Identification No.)

 

501 Canal Blvd		Richmond, California 94804
(Address of Principal Executive Offices)		(Zip Code)

(510) 970-6000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 (see General Instruction A.2. below):

 

☐

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))

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.  ☐

 

 

 

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Item 5.07:

Submission of Matters to a Vote of Security Holders.

At the 2017 annual meeting of stockholders of Sangamo Therapeutics, Inc. (the “Company”) held on June 5, 2017, the following proposals were approved by the stockholders: (i) the election of seven (7) nominees listed in the proxy statement to serve on the Board of Directors of the Company, (ii) the compensation of named executive officers of the Company as disclosed in the proxy statement, on an advisory basis, (iii) the frequency of every year to hold a stockholder vote to approve the compensation of the Company’s named executive officers, on an advisory basis, and (iv) the ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017, each by the votes set forth below:

Proposal 1: Election of Directors:

Each of the nominees for directors listed in the proxy statement for the 2017 annual meeting of stockholders was elected by the votes set forth in the table below:

 

Name of Director		For				Against				Abstain				Broker Non- Votes
H. Stewart Parker			30,428,463				381,997				193,431				32,887,094
Robert F. Carey			30,246,759				530,366				226,766				32,887,094
Stephen G. Dilly, M.B.B.S., Ph.D.			30,596,046				219,009				188,836				32,887,094
Alexander D. Macrae, M.B., Ch.B., Ph.D.			30,306,285				539,070				158,536				32,887,094
Steven J. Mento, Ph.D.			30,414,117				403,438				186,336				32,887,094
Saira Ramasastry			30,475,031				310,507				218,353				32,887,094
William R. Ringo			26,415,660				4,425,045				163,186				32,887,094

Proposal 2: Approval, on an advisory basis, of the compensation of the named executive officers as disclosed in the proxy statement:

The compensation of the named executive officers as disclosed in the proxy statement for the 2017 annual meeting of stockholders was approved by the votes set forth in the table below:

 

For		Against		Abstain		Broker Non-Votes
25,012,893		4,992,683		998,315		32,887,094

Proposal 3: Approval, on an advisory basis, as to whether the advisory stockholder vote to approve the compensation of the named executive officers should occur every year, once every two years or once every three years:

 

1 Year		2 Years		3 Years		Abstain		Broker Non-Votes
27,354,749		188,724		3,009,846		450,572		32,887,094

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In light of the stockholder vote on Proposal 3, the Company will include an advisory stockholder vote on the compensation of the named executive officers in its proxy materials once every year until the next required vote on the frequency of stockholder votes on the compensation of named executive officers.

Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm:

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified by the votes set forth in the table below:

 

For		Against		Abstain		Broker Non-Votes
61,872,171		1,793,130		225,684		0

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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: June 6, 2017