8-K: Current report filing
Published on June 7, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 6, 2022, Sutro Biopharma, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders and the following proposals were adopted:
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1. |
Election of four Class I directors, identified in the table below, each to serve a three-year term, which will expire at the 2025 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier resignation or removal: |
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Nominees |
Shares For |
Shares Withheld |
Broker Non-Votes |
Michael Dybbs, Ph.D. |
32,920,534 |
8,777,457 |
2,087,679 |
John G. Freund, M.D. |
32,818,165 |
8,879,826 |
2,087,679 |
Heidi Hunter |
41,185,010 |
512,981 |
2,087,679 |
Jon Wigginton, M.D. |
32,831,715 |
8,866,276 |
2,087,679 |
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2. |
Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022: |
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Shares For |
Shares Against |
Shares Abstaining |
Broker Non-Votes |
43,752,354 |
l l,569 |
21,747 |
0 |
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3. |
Approval, on a non-binding advisory basis, the compensation of the Company’s named executive officers: |
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Shares For |
Shares Against |
Shares Abstaining |
Broker Non-Votes |
40,921,442 |
759,278 |
17,271 |
2,087,679 |
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4. |
Approval, on a non-binding advisory basis, of the one-year option for the frequency of future votes on the compensation of the Company’s named executive officers: |
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One Year |
Two Years |
Three Years |
Shares Abstaining |
Broker Non-Votes |
40,843,143 |
242,412 |
593,991 |
18,445 |
2,087,679 |
In accordance with the recommendation of the Board of Directors (“Board”), the Company’s stockholders approved, on an advisory basis, one-year as the frequency for holding future advisory votes to approve the compensation of the Company’s named executive officers. In light of such stockholder approval, the Board determined to hold an advisory vote on the compensation of the Company's named executive officers on an annual basis until the next required vote on the frequency of holding an advisory vote to approve the compensation of the Company’s named executive officers.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Sutro Biopharma, Inc. |
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Date: June 7, 2022 |
By: |
/s/ Edward Albini |
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Edward Albini |
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Chief Financial Officer |