SLDB 8-K
Solid Biosciences Inc. (SLDB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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. |
Solid Biosciences Inc. (the “Company”) held its Annual Meeting of Stockholders on June 7, 2022 (the “Annual Meeting”) to consider and vote upon the matters listed below. The following is a summary of the matters voted on at the Annual Meeting.
| 1. | The Company’s stockholders elected Robert Huffines, Sukumar Nagendran and Rajeev Shah as Class I directors to serve until the 2025 Annual Meeting of Stockholders, each director to hold office until his successor has been duly appointed and qualified. The results of the stockholders’ vote with respect to the election of such Class I directors were as follows: |
| Votes For | Votes Against |
Votes Abstaining |
Broker Non-Votes | |||||
| Robert Huffines |
65,983,358 | 4,725,294 | 128,485 | 16,703,177 | ||||
| Sukumar Nagendran |
65,958,891 | 4,751,267 | 126,979 | 16,703,177 | ||||
| Rajeev Shah |
65,969,209 | 4,739,948 | 127,980 | 16,703,177 |
| 2. | The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The results of the stockholders’ vote with respect to such ratification were as follows: |
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 87,285,653 | 226,917 | 27,744 | — |
| 3. | The Company’s stockholders approved an amendment to the Company’s certificate of incorporation to effect a reverse stock split at a ratio of not less than 1-for-5 and not greater than 1-for-15, with the exact ratio to be set within that range at the discretion of the Company’s Board of Directors prior to the Company’s 2023 Annual Meeting of Stockholders without further approval or authorization of the Company’s stockholders and with the Board of Directors able to elect to abandon such proposed amendment and not effect the reverse stock split authorized by stockholders, in its sole discretion, and, in connection therewith, to decrease the number of authorized shares of the Company’s common stock on a basis proportional to the reverse stock split ratio (the “Reverse Stock Split Proposal”). The results of the stockholders’ vote with respect to the Reserve Stock Split Proposal were as follows: |
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 86,259,460 | 1,145,377 | 135,477 | — |
| 4. | The Company’s stockholders approved an amendment to the Company’s certificate of incorporation to set the number of authorized shares of the Company’s common stock at a number determined by calculating the product of 300,000,000 multiplied by three times (3x) the reverse stock split ratio, subject to approval by the Company’s stockholders of the Reverse Stock Split Proposal and the Company’s implementation of a reverse stock split (the “Authorized Shares Proposal”). The results of the stockholders’ vote with respect to the Authorized Shares Proposal were as follows: |
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 75,102,793 | 12,303,933 | 133,588 | — |
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.
| SOLID BIOSCIENCES INC. | ||||||
| Date: June 9, 2022 | By: | /s/ Ilan Ganot | ||||
| Name: | Ilan Ganot | |||||
| Title: | Chief Executive Officer | |||||