Marker Therapeutics, Inc 8-K, filed Jun 9, 2023
Marker Therapeutics, Inc. (MRKR)
About this 8-K
Marker Therapeutics, Inc filed this 8-K on June 9, 2023, reporting on events of June 6, 2023.
Items reported
- Item 5.07: Shareholder vote results
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CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 6, 2023, Marker Therapeutics, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The stockholders considered 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 28, 2023. Of the 8,798,829 shares outstanding as of the record date, 5,889,872 shares, or 66.94%, were present virtually or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.
Proposal No. 1: Election of five nominees to serve as directors until the 2023 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:
| Name | Votes For | Votes Withheld |
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| David Eansor | 2,488,644 | 208,131 | ||||||
| Steven Elms | 2,500,415 | 196,360 | ||||||
| John Wilson | 2,473,599 | 223,176 | ||||||
| Juan Vera | 2,499,068 | 197,707 | ||||||
| Katharine Knobil | 2,495,539 | 201,236 | ||||||
Broker Non-Votes: 3,193,097.
All nominees were elected.
Proposal No. 2: Approval, on an advisory basis, of the compensation of the Company’s named executive officers. The votes were cast as follows:
| Votes For | Votes Against |
Abstained | ||||||||||
| Advisory approval of named executive officer compensation | 2,347,263 | 321,791 | 27,721 | |||||||||
Broker Non-Votes: 3,193,097.
Proposal No. 3: Indication, on an advisory basis, of the preferred frequency of future shareholder advisory votes on the compensation of the Company’s named executive officers. The votes were cast as follows:
| One Year | Two Years | Three Years | Abstained | |||||||||||||
| Advisory indication of preferred frequency of future shareholder advisory votes on named executive officer compensation | 2,535,976 | 25,098 | 102,082 | 33,619 | ||||||||||||
Broker Non-Votes: 3,193,097.
After taking into consideration the foregoing voting results and the Board of Directors’ prior recommendation in favor of an annual say on pay vote as set forth in the Company’s proxy statement for the Annual Meeting, and consistent with the shareholder voting results, the Board of Directors has determined that the say on pay vote will be conducted once every year, until the next shareholder vote on say on pay frequency.
Proposal No. 4: Ratification of the selection of Marcum LLP as independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes were cast as follows:
| Votes For | Votes Against |
Abstained | ||||||||||
| Ratification of appointment of Marcum LLP | 5,760,786 | 109,958 | 19,128 | |||||||||
Broker Non-Votes: 0.
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.
| Marker Therapeutics, Inc. | ||
| Dated: June 9, 2023 | By: | /s/ Juan Vera |
| Juan Vera | ||
| Chief Executive Officer | ||