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 25, 2021
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer ID Number) | ||||||||||||
(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:
| 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.
The annual meeting of stockholders (the “Annual Meeting”) of Sangamo Therapeutics, Inc. (the “Company”), was held on May 25, 2021.
At the Annual Meeting, the following proposals were approved by the stockholders: (i) the election of the nine nominees for director listed in the Company’s definitive proxy statement (the “Proxy Statement”) for the Annual Meeting, filed with the Securities and Exchange Commission on April 2, 2021, to serve on Company’s Board of Directors (the “Board”), until the next annual meeting of stockholders to be held in 2022 or until their successors are duly elected and qualified; (ii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement; (iii) the approval of the Sangamo Therapeutics, Inc. 2020 Employee Stock Purchase Plan (the “2020 ESPP”), pursuant to which 5,000,000 shares of the Company’s common stock will be available for sale and issuance to the Company’s employees; and (iv) the ratification of the appointment by the Audit Committee of the Board of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, each by the votes set forth below:
Proposal 1: Election of Directors:
Each of the nominees for director listed in the Proxy Statement was elected by the votes set forth below:
| Name of Director | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Robert F. Carey | 84,152,426 | 1,128,525 | 388,697 | 22,835,545 | ||||||||||||||||||||||
| Kenneth J. Hillan, M.B. | 83,694,356 | 1,691,329 | 283,963 | 22,835,545 | ||||||||||||||||||||||
| Alexander D. Macrae, M.B., Ch.B., Ph.D. | 83,858,432 | 1,517,016 | 294,200 | 22,835,545 | ||||||||||||||||||||||
| John H. Markels, Ph.D. | 83,233,714 | 2,067,608 | 368,326 | 22,835,545 | ||||||||||||||||||||||
| James R. Meyers | 84,232,354 | 1,127,915 | 309,379 | 22,835,545 | ||||||||||||||||||||||
| H. Stewart Parker | 80,191,438 | 5,156,791 | 321,419 | 22,835,545 | ||||||||||||||||||||||
| Saira Ramasastry | 83,583,921 | 1,799,983 | 285,744 | 22,835,545 | ||||||||||||||||||||||
| Karen L. Smith, M.D., Ph.D., M.B.A., L.L.M. | 76,261,079 | 9,077,695 | 330,874 | 22,835,545 | ||||||||||||||||||||||
| Joseph S. Zakrzewski | 84,077,596 | 1,236,003 | 356,049 | 22,835,545 | ||||||||||||||||||||||
Proposal 2: Approval, on an advisory basis, of the compensation of the named executive officers as disclosed in the Proxy Statement:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 81,275,549 | 4,023,305 | 370,794 | 22,835,545 | |||||||||||||||||
Proposal 3: Approval of the 2020 ESPP:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 83,022,381 | 2,376,376 | 270,891 | 22,835,545 | |||||||||||||||||
Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 106,522,477 | 1,621,684 | 361,032 | - | |||||||||||||||||
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.
| SANGAMO THERAPEUTICS, INC. | ||||||||||||||||||||
| Dated: May 28, 2021 | By: | /s/ Gary H. Loeb | ||||||||||||||||||
| Name: | Gary H. Loeb | |||||||||||||||||||
| Title: | Executive Vice President & General Counsel | |||||||||||||||||||