Castle Biosciences Inc 8-K, filed Jun 8, 2022
Castle Biosciences Inc (CSTL)
8-K
2022-06-08
For: 2022-06-02
View Original
Added on
April 12, 2026
About this 8-K
Castle Biosciences Inc filed this 8-K on June 8, 2022, reporting on events of June 2, 2022.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 2, 2022
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (866 ) 788-9007
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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).
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 2, 2022, Castle Biosciences, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following matters and cast their votes as set forth below:
Proposal 1. Election of Directors
The Company’s stockholders elected the three individuals listed below as Class III Directors, each to serve until the Company’s 2025 annual meeting of stockholders and until their successors are duly elected and qualified. The final voting results are as follows:
| For | Withheld | Broker Non-Votes | |||||||||||||||
| Kimberlee S. Caple | 15,738,364 | 5,012,282 | 1,869,015 | ||||||||||||||
| G. Bradley Cole | 13,764,454 | 6,986,192 | 1,869,015 | ||||||||||||||
| Derek J. Maetzold | 15,005,318 | 5,745,328 | 1,869,015 | ||||||||||||||
Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the selection of KPMG LLP by the Audit Committee of the Company’s Board of Directors (the “Board”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The final voting results are as follows:
| For | Against | Abstain | ||||||||||||
| 22,499,340 | 118,964 | 1,357 | ||||||||||||
Proposal 3. Approval of the Compensation of the Company’s Executive Officers
The Company’s stockholders did not approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement relating to the Annual Meeting. The final voting results are as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 8,331,458 | 11,985,739 | 433,449 | 1,869,015 | |||||||||||||||||
Proposal 4. Approval of the Frequency of the Say-on-Pay Vote
The Company’s stockholders indicated, on an advisory basis, the preferred frequency of one year for future stockholder advisory votes on the compensation of the Company’s named executive officers. In light of this result and consistent with the Company’s recommendation, the Board has determined to hold future advisory votes on executive compensation every year. Under Section 14a-21(b) of the Securities Exchange Act of 1934, as amended, the Company will hold the next advisory vote on the frequency of such stockholder votes no later than its 2028 annual meeting of stockholders. The final voting results are as follows:
| 1 YEAR | 2 YEARS | 3 YEARS | Abstain | |||||||||||||||||
| 20,368,320 | 62,161 | 259,136 | 61,029 | |||||||||||||||||
| SIGNATURES | ||
| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | ||
| CASTLE BIOSCIENCES, INC. | |||||||||||
| By: | /s/ Derek J. Maetzold | ||||||||||
| Derek J. Maetzold | |||||||||||
| President and Chief Executive Officer | |||||||||||
| Date: June 8, 2022 | |||||||||||