Capricor Therapeutics, Inc 8-K, filed May 27, 2025
Capricor Therapeutics, Inc. (CAPR)
About this 8-K
Capricor Therapeutics, Inc filed this 8-K on May 27, 2025, reporting on events of May 22, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Title of Each Class |
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As discussed below, the stockholders of Capricor Therapeutics, Inc. (the “Company”) approved the adoption of the Capricor Therapeutics 2025 Equity Incentive Plan (the “Plan”) at the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The Plan was previously approved by the Board of Directors of the Company, subject to approval by the stockholders, and became effective upon approval by the stockholders. The Plan, among other things, reserves 3,500,000 shares of the Company’s common stock, par value $0.001 per share, for issuance in the form of equity-based awards to employees, non-employee directors and consultants of the Company. The number of shares of the Company’s common stock authorized for issuance under the Plan shall automatically increase on January 1 of each year, commencing with January 1, 2026 and ending on January 1, 2035, by an amount equal to 5% of the outstanding shares of our common stock as of the last day of the immediately preceding fiscal year (rounded down to the nearest whole share).
A more detailed description of the material terms of the Plan was included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2025 (the “Proxy Statement”). The foregoing and the summary of the Plan in the Proxy Statement are not complete summaries of the terms of the Plan and are qualified by reference to the text of the Plan, included as Appendix A to the Proxy Statement.
Item 5.07 | Submission of Matters of a Vote of Security Holders. |
The Annual Meeting was held on May 22, 2025 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 8, 2025.
| 1. | The election of eight nominees to the Company’s Board of Directors to serve until the 2026 annual meeting of stockholders. The nominees for election were Frank Litvack, M.D., Linda Marbán, Ph.D., David B. Musket, George W. Dunbar, Jr., Karimah Es Sabar, Paul Auwaerter, M.D., Philip Gotwals, Ph.D., and Michael Kelliher; |
| 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, 2025; |
| 3. | To approve the adoption of the Plan; and |
| 4. | To approve, by non-binding advisory vote, the resolution approving named executive officer compensation. |
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 30,550,197 shares of the 45,676,887 shares of the Company’s common stock entitled to vote, were as follows:
| 1. | Each of Frank Litvack, M.D., Linda Marbán, Ph.D., David B. Musket, George W. Dunbar, Jr., Karimah Es Sabar, Paul Auwaerter, M.D., Philip Gotwals, Ph.D., and Michael Kelliher were elected as directors of the Company to serve until the 2026 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. | 17,272,827 | 795,457 | 12,481,913 |
Linda Marbán, Ph.D. | 17,550,630 | 517,654 | 12,481,913 |
David B. Musket | 17,409,421 | 658,863 | 12,481,913 |
George W. Dunbar, Jr. | 14,964,520 | 3,103,764 | 12,481,913 |
Karimah Es Sabar | 10,780,431 | 7,287,853 | 12,481,913 |
Paul Auwaerter, M.D. | 17,550,804 | 517,480 | 12,481,913 |
Philip Gotwals, Ph.D. | 17,568,301 | 499,983 | 12,481,913 |
Michael Kelliher | 17,493,800 | 574,484 | 12,481,913 |
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| 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, 2025 was ratified as follows: |
FOR | AGAINST | ABSTAIN |
29,548,484 | 563,052 | 438,661 |
| 3. | The adoption of the Capricor Therapeutics 2025 Equity Incentive Plan was approved as follows: |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
9,673,779 | 8,210,461 | 184,044 | 12,481,913 |
| 4. | 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 |
16,442,845 | 1,467,438 | 158,001 | 12,481,913 |
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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: May 27, 2025 | By: | /s/ Linda Marbán, Ph.D. |
Linda Marbán, Ph.D. | ||
Chief Executive Officer | ||
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