Capricor Therapeutics, Inc 8-K/A, filed Jun 15, 2023
Capricor Therapeutics, Inc. (CAPR)
About this 8-K/A
Capricor Therapeutics, Inc filed this 8-K/A on June 15, 2023, reporting on events of June 12, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
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EXPLANATORY NOTE
On June 13, 2023, Capricor Therapeutics, Inc. filed a Current Report on Form 8-K (the “Original Current Report”) with the Securities and Exchange Commission relating to the voting results of its Annual Meeting held on June 12, 2023. Subsequent to filing the Original Current Report, upon the final count and confirmation of votes at the Annual Meeting, the Company discovered the voting result of Proposal 4 was incorrectly disclosed in the Original Current Report. The purpose of this amendment is to correct the final outcome of the voting result for Proposal 4, which did not receive the necessary stockholder vote and therefore did not pass.
Item 5.07 | Submission of Matters of a Vote of Security Holders. |
Capricor Therapeutics, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on June 12, 2023 at the Company’s principal executive offices located at 10865 Road to the Cure, San Diego, California 92121. At the Annual Meeting, the Company’s stockholders were asked to vote upon the following four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2023.
| 1. | The election of seven nominees to the Company’s Board of Directors to serve until the 2024 annual meeting of stockholders. The nominees for election were Frank Litvack, M.D., Linda Marbán, Ph.D., David B. Musket, George W. Dunbar, Jr., Louis Manzo, Earl M. (Duke) Collier, Jr and Karimah Es Sabar; |
| 2. | The ratification of the appointment by the Audit Committee of the Company’s Board of Directors of Rose, Snyder & Jacobs LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2023; |
| 3. | To approve, by non-binding advisory vote, the resolution approving named executive officer compensation; and |
| 4. | To approve an amendment to the Certificate of Incorporation regarding officer exculpation. |
The final results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 16,347,859 shares of the 25,269,926 shares of the Company’s common stock entitled to vote, were as follows:
| 1. | Each of Dr. Litvack, Dr. Marbán, Ms. Es Sabar, and Messrs. Musket, Dunbar, Manzo, and Collier were elected as directors of the Company to serve until the 2024 annual meeting of stockholders, and until his or her successor is elected, or until his or her earlier death, resignation or removal, as follows: |
| FOR | WITHHELD | BROKER NON-VOTES |
Frank Litvack, M.D. | 5,848,468 | 1,108,927 | 9,390,464 |
Linda Marbán, Ph.D. | 5,897,612 | 1,059,784 | 9,390,463 |
David B. Musket | 4,907,731 | 2,049,664 | 9,390,464 |
George W. Dunbar, Jr. | 5,838,850 | 1,118,545 | 9,390,464 |
Louis Manzo | 5,887,307 | 1,070,088 | 9,390,464 |
Earl M. (Duke) Collier, Jr. | 5,439,575 | 1,517,820 | 9,390,464 |
Karimah Es Sabar | 5,899,808 | 1,057,588 | 9,390,463 |
| 2. | The appointment by the Audit Committee of the Company’s Board of Directors of Rose, Snyder & Jacobs LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified as follows: |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
14,556,113 | 448,170 | 1,343,576 | 0 |
| 3. | The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis, as follows: |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
4,328,964 | 2,446,891 | 181,541 | 9,390,463 |
| 4. | The Company’s stockholders did not approve an amendment to the Certificate of Incorporation regarding officer exculpation. The votes were cast as follows: |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
5,037,656 | 1,816,404 | 103,335 | 9,390,464 |
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SIGNATURES
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.
CAPRICOR THERAPEUTICS, INC. | ||
Date: June 15, 2023 | By: | /s/ Linda Marbán, Ph.D. |
Linda Marbán, Ph.D. | ||
Chief Executive Officer | ||
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