NXTC 8-K
NextCure, Inc. (NXTC)
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
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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:
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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). 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 5.07Submission of Matters to a Vote of Security Holders
On June 20, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders: (i) elected the three Class III members of the Board of Directors (the “Board”), each to serve for a three-year term expiring at the Company’s 2028 Annual Meeting of Stockholders and until such director’s earlier death, resignation, or removal from the Board; (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; (iii) approved, on an advisory basis, the compensation paid to the Company’s named executive officers (the “say-on-pay vote”); (iv) approved, on an advisory basis, to hold a say-on-pay vote every year; and (v) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split, if and when determined by the Board (the “Reverse Split Proposal”). Because the Reverse Split Proposal was approved, the sixth proposal regarding adjournment of the Annual Meeting was rendered moot and was not presented. Set forth below are the voting results for each of the proposals voted upon by the Company’s stockholders at the Annual Meeting.
Proposal No. 1: Election of Class III Directors
Nominee | For | Against | Abstain | Broker Non-Votes | ||||
David Kabakoff, Ph.D. | 8,109,613 | 3,641,993 | 501 | 8,450,029 | ||||
Michael Richman | 9,090,049 | 2,661,491 | 567 | 8,450,029 | ||||
Stephen W. Webster | 9,034,425 | 2,717,181 | 501 | 8,450,029 |
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025
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| Abstain |
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| 18,767,121 | 1,434,513 | 502 | - |
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Proposal No. 3: Advisory Vote to Approve Executive Compensation
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| Abstain |
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| 11,316,309 | 421,792 | 14,006 | 8,450,029 |
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Proposal No. 4: Advisory Vote to Approve the Frequency of Advisory Votes on Executive Compensation
1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | |||||||||||
11,664,330 | 2,631 | 43,161 | 41,985 | 8,450,029 | |||||||||||
Proposal No. 5: The Reverse Split Proposal
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| Abstain |
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| 18,166,577 | 2,028,946 | 6,613 | - |
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SIGNATURE
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.
Dated: June 23, 2025 | NEXTCURE, INC. | |
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| By: | /s/ Steven P. Cobourn |
| Name: | Steven P. Cobourn |
| Title: | Chief Financial Officer |