Q32 Bio Inc 8-K, filed Jun 17, 2025
Q32 Bio Inc. (QTTB)
About this 8-K
Q32 Bio Inc filed this 8-K on June 17, 2025, reporting on events of June 13, 2025.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.03. | Material Modification to Rights of Security Holders. |
As further described under Item 5.07 of this Current Report on Form 8-K, on June 13, 2025 at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Q32 Bio Inc. (the “Company”), and upon the recommendation of the Board of Directors (the “Board”) of the Company, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to limit the liability of certain officers of the Company as permitted by Delaware law (the “Charter Amendment”). The Charter Amendment was previously approved by the Board, subject to stockholder approval.
The Charter Amendment is described in detail under “Proposal No. 2 – to approve an amendment to the Company’s Restated Certificate of Incorporation, as amended, to limit the liability of certain officers as permitted by amendments to Delaware law” beginning on page 13 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2025 (the “Proxy Statement”) in connection with the Annual Meeting. The text of the Charter Amendment was included in Annex A of the Proxy Statement.
The Charter Amendment became effective upon its filing with the Secretary of State of the State of Delaware on June 16, 2025.
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
To the extent required by Item 5.03 of Form 8-K, the information contained in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
During the Annual Meeting, the Company’s stockholders considered and voted on the six proposals set forth below, each of which is described in greater detail in the Proxy Statement. Represented in person or by proxy at the Annual Meeting were 9,655,408 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), out of 12,197,615 shares entitled to vote at the Annual Meeting, or 79.15% of the total number of shares outstanding as of April 16, 2025, the record date. The final voting results of the matters submitted to the stockholders’ vote are set forth below.
Proposal No. 1 – Election of Class I Directors:
The stockholders of the Company elected David Grayzel, M.D., Isaac Manke, Ph.D., and Diyong Xu as Class I directors of the Company, for a three-year term ending at the annual meeting of stockholders to be held in 2028 and until their successors have been duly elected and qualified, or until their earlier resignation or removal. The results of the stockholders’ vote with respect to the election of the Class I directors were as follows:
| Name |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| David Grayzel, M.D. |
7,990,255 | 58,381 | 1,606,772 | |||||||||
| Isaac Manke, Ph.D. |
7,505,450 | 543,186 | 1,606,772 | |||||||||
| Diyong Xu |
7,726,233 | 322,403 | 1,606,772 | |||||||||
Proposal No. 2 – Approval of Amendment of the Company’s Certificate of Incorporation to Limit the Liability of Certain Officers of the Company:
The stockholders approved an amendment to the Certificate of Incorporation to include an officer exculpation provision that limits the liability of certain of the Company’s officers as permitted under current Delaware law. The results of such vote were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 7,982,591 | 58,141 | 7,904 | 1,606,772 |
Proposal No. 3 – Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025:
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of such vote were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 9,641,976 | 7,634 | 5,798 | — |
Proposal No. 4 – Non-Binding, Advisory Vote on the Compensation of the Company’s Named Executive Officers:
The stockholders of the Company approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The results of the stockholders’ vote with respect to such approval were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 7,445,998 | 594,526 | 8,112 | 1,606,772 |
Proposal No. 5 – Non-Binding, Advisory Vote on the Preferred Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers:
The stockholders of the Company voted, on a non-binding, advisory basis, for “One Year” as the preferred frequency of future advisory votes on the compensation of the Company’s named executive officers. In light of the results of the advisory vote, the Company will continue to hold an advisory say-on-pay vote annually until the next stockholder vote on the frequency of future advisory votes to approve executive compensation. The results of the stockholders’ vote with respect to such approval were as follows:
| One Year |
Two Years |
Three Years |
Abstentions |
Broker Non-Votes | ||||
| 8,029,536 | 2,123 | 6,576 | 10,401 | 1,606,772 |
Proposal No. 6 – Approval of an Adjournment of the Annual Meeting to the Extent There are Insufficient Votes to Approve Proposal No. 2:
The stockholders of the Company approved an adjournment of the Annual Meeting to the extent there are insufficient votes to approve Proposal No. 2. The results of the stockholders’ vote with respect to such approval were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 7,878,272 | 166,768 | 3,596 | 1,606,772 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company – Officer Exculpation, dated June 16, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| Q32 BIO INC. | ||||||
| Date: June 17, 2025 | By: | /s/ Jodie Morrison | ||||
| Name: | Jodie Morrison | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
Q32 BIO INC.
Q32 Bio Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
A resolution was duly adopted by the Board of Directors of the Corporation pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth a proposed amendment to the Restated Certificate of Incorporation of the Corporation, as amended (the “Restated Certificate of Incorporation”) and declaring said amendment to be advisable. The stockholders of the Corporation duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware. The resolution setting forth the amendment is as follows:
| RESOLVED: | That Article SEVENTH the Restated Certificate of Incorporation be and hereby is deleted in its entirety and the following inserted in lieu thereof: |
“SEVENTH: Limitation of liability shall be provided as follows:
1. Directors. Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. If the General Corporation Law of the State of Delaware is amended to permit further elimination or limitation of the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware as so amended.
2. Officers. Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of officers for breaches of fiduciary duty, no officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as an officer, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any officer of the Corporation for or with respect to any acts or omissions of such officer occurring prior to such amendment or repeal. If the General Corporation Law of the State of Delaware is amended to permit further elimination or limitation of the personal liability of officers, then the liability of an officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware as so amended. For purposes of this Article SEVENTH, “officer” shall mean an individual who has been duly appointed as an officer of the Corporation and who, at the time of an act or omission as to which liability is asserted, is deemed to have consented to service of process to the registered agent of the Corporation as contemplated by 10 Del. C. § 3114(b).”
IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of the Corporation on this 16th day of June, 2025.
| Q32 BIO INC. | ||
| By: | /s/ Jodie Morrison | |
| Jodie Morrison Chief Executive Officer | ||