Centessa Pharmaceuticals plc 8-K, filed Jun 30, 2022
Centessa Pharmaceuticals plc (CNTA)
8-K
2022-06-30
For: 2022-06-30
View Original
Added on
April 10, 2026
About this 8-K
Centessa Pharmaceuticals plc filed this 8-K on June 30, 2022.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | ||
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): June 30, 2022
(Exact name of Registrant, as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
Mailing address:
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: +44 7391 789784
Former name or 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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
*Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market, LLC.
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 30, 2022, the Company held its 2022 Annual General Meeting (the “Annual General Meeting”). Proxies were solicited pursuant to the Company’s definitive proxy statement filed on May 23, 2022 (the “Proxy Statement”), with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. The number of Ordinary Shares entitled to vote at the Annual General Meeting was 94,041,029. The number of shares of Ordinary Shares present or represented by valid proxy at the Annual General Meeting was 64,231,455, thus establishing a quorum for the Annual General Meeting. All matters submitted to a vote of the Company’s shareholders at the Annual General Meeting were approved and the director nominees were elected. The voting results reported below are final.
| Ordinary Resolutions | For | Against | Withheld | Broker Non-Votes | ||||||||||
| To re-appoint as a director Arjun Goyal, M.D., M.Phil., M.B.A., who retires by rotation in accordance with the Company’s articles of association. | 63,746,443 | 484,915 | 97 | — | ||||||||||
| To re-appoint as a director Aaron Kantoff, who retires by rotation in accordance with the Company’s articles of association. | 62,865,132 | 1,366,226 | 97 | — | ||||||||||
| To re-appoint as a director Samarth Kulkarni, who retires solely for the purpose of rebalancing the rotation of the election of directors in accordance with the Company’s articles of association. | 58,523,637 | 5,707,721 | 97 | — | ||||||||||
| To appoint KPMG LLP, a United Kingdom entity, as UK statutory auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next annual general meeting at which the Company’s annual accounts and reports are laid before the Company. | 64,148,825 | 82,517 | 113 | — | ||||||||||
| To ratify the appointment of KPMG LLP, a Delaware limited liability partnership, as the Company’s independent registered public accounting firm, for the financial year ending December 31, 2022. | 64,149,126 | 82,216 | 113 | — | ||||||||||
| To authorize the Audit Committee to determine the Company’s auditors’ remuneration for the financial year ending December 31, 2022. | 64,178,794 | 52,518 | 143 | — | ||||||||||
| To receive and adopt our U.K. statutory annual accounts and reports for the financial year ended December 31, 2021 and to note that the Company’s directors do not recommend the payment of any dividend for the financial year ended December 31, 2021. | 64,206,658 | 3,867 | 20,930 | — | ||||||||||
| To receive and approve, on an advisory basis, the Company’s U.K. statutory directors’ remuneration report for the financial year ended December 31, 2021, which is set forth as Annex A to the attached proxy statement. | 63,872,064 | 47,806 | 311,585 | — | ||||||||||
| To receive and approve the Company’s U.K. statutory directors’ remuneration report as set out on pages A-3 to A-16 of the Company’s U.K. statutory directors’ annual report on remuneration set forth in Annex A to the attached proxy statement, which will take effect immediately after the end of the Annual General Meeting. | 63,858,376 | 61,775 | 311,304 | — | ||||||||||
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.
Date: June 30, 2022
| By: | /s/ Saurabh Saha | |||||||
| Name: | Saurabh Saha, M.D., Ph.D. | |||||||
| Title: | Chief Executive Officer | |||||||