Sutro Biopharma, Inc 8-K, filed Jun 14, 2023
Sutro Biopharma, Inc. (STRO)
About this 8-K
Sutro Biopharma, Inc filed this 8-K on June 14, 2023, reporting on events of June 8, 2023.
Items reported
- Item 1.02: Ended a material agreement
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.02 Termination of a Material Definitive Agreement.
On June 9, 2023, Sutro Biopharma, Inc. (the “Company”) received a notice of termination (the "Notice") from Celgene Corporation, a Bristol Myers Squibb company (“BMS”), of the Amended and Restated Collaboration and License Agreement, dated as of August 2, 2017, by and among the Company, Celgene Corporation and Celgene Alpine Investment Company II, LLC, as amended (the “Agreement”). The Company and Celgene Corporation originally entered into the collaboration governed by the Agreement in 2014, prior to BMS’s acquisition of Celgene Corporation.
Under the Agreement, the Company and BMS had been collaborating on an antibody-drug conjugate program targeting B cell maturation antigen, CC-99712. The Company has been informed by BMS that the decision to terminate the Agreement and stop development of CC-99712 was the result of a portfolio prioritization decision.
The termination of the Agreement is effective as of October 7, 2023 (the "Termination Date"). From and after the Termination Date, the Company will have sole worldwide rights to CC-99712.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 8, 2023, the Company held its 2023 Annual Meeting of Stockholders, and the following proposals were adopted:
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1. |
Election of three Class II directors, identified in the table below, each to serve a three-year term, which will expire at the 2026 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier resignation or removal: |
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Nominees |
Shares For |
Shares Withheld |
Broker Non-Votes |
William J. Newell |
39,690,178 |
8,851,353 |
4,402,194 |
Connie Matsui |
29,080,240 |
19,461,291 |
4,402,194 |
James Panek |
31,714,990 |
16,826,541 |
4,402,194 |
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2. |
Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023: |
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Shares For |
Shares Against |
Shares Abstaining |
Broker Non-Votes |
52,888,041 |
42,108 |
13,576 |
0 |
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3. |
Approval, on a non-binding advisory basis, the compensation of the Company’s named executive officers: |
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Shares For |
Shares Against |
Shares Abstaining |
Broker Non-Votes |
39,146,793 |
9,377,370 |
17,368 |
4,402,194 |
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4. |
Approval of the amendment and restatement of the Company’s amended and restated certificate of incorporation to permit the exculpation of the Company’s officers from personal liability for certain breaches of the duty of care in certain actions: |
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Shares For |
Shares Against |
Shares Abstaining |
Broker Non-Votes |
43,016,509 |
5,507,942 |
17,080 |
4,402,194 |
SIGNATURE
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.
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Sutro Biopharma, Inc. |
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Date: June 14, 2023 |
By: |
/s/ Edward Albini |
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Edward Albini |
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Chief Financial Officer |