8-K
Replimune Group, Inc. (REPL)
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): September 6, 2023
REPLIMUNE GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38596 | 82-2082553 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification Number) |
500 Unicorn Park
Suite 303
Woburn, MA 01801
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code:
(781) 222-9600
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR<br> 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR<br> 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR<br> 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR<br> 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br> <br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | REPL | The Nasdaq Stock Market LLC<br><br>(Nasdaq Global Select Market) |
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 x
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. x
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
(a) On September 6, 2023, Replimune Group, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) to consider and vote on the two proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on July 26, 2023.
(b) The final voting results on each of the matters submitted to a vote of stockholders at the Annual Meeting are set forth below.
| (1) | The following director nominees were elected to serve as Class II members of the Company’s board of directors, each to serve<br>for a three-year term until the Company’s 2026 Annual Meeting of Stockholders and until his or her respective successor is duly<br>elected and qualified: | ||
|---|---|---|---|
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| --- | --- | --- | --- |
| Paolo Pucci | 25,146,894 | 21,307,605 | 5,424,721 |
| Veleka Peeples-Dyer | 43,195,979 | 3,258,520 | 5,424,721 |
| (2) | The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year<br>ending March 31, 2024, was ratified. | ||
| --- | --- | ||
| Votes For | Votes Against | Votes Abstaining | |
| --- | --- | --- | |
| 51,869,761 | 4,084 | 5,375 |
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.
| REPLIMUNE GROUP, INC. | ||
|---|---|---|
| Date: September 7, 2023 | By: | /s/ Philip Astley-Sparke |
| Philip Astley-Sparke | ||
| Chief Executive Officer |