Viridian Therapeutics, Inc.\DE 8-K/A, filed Jun 15, 2021
Viridian Therapeutics, Inc.\DE (VRDN)
About this 8-K/A
Viridian Therapeutics, Inc.\DE filed this 8-K/A on June 15, 2021, reporting on events of June 3, 2021.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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(Amendment No. 1)
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Explanatory Note:
On June 4, 2021, Viridian Therapeutics, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting the voting results from the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”). The Original Form 8-K also reported that the Annual Meeting was adjourned until June 11, 2021 with respect the voting on Proposal 4 (the “Reconvened Meeting”). The purpose of this amendment to the Original Form 8-K is to amend and supplement the Original Form 8-K to report the final meeting results from the Reconvened Meeting and the filing of a certificate of amendment to the Company’s restated certificate of incorporation in connection with the approval of Proposal 4.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Reconvened Meeting, the stockholders of the Company approved Proposal 4 to amend the Company’s restated certificate of incorporation to classify the Board of Directors (the “Board”) into three classes, with directors in each class to serve staggered three-year terms (the “Classification Amendment”). The Board previously approved the Classification Amendment and recommended that it be submitted to the Company’s stockholders for approval.
The director initially elected in Class I (Peter Harwin) will serve until the 2022 Annual Meeting of Stockholders or the election and qualification of his successor. The director initially elected in Class II (Tomas Kiselak) will serve until the 2023 Annual Meeting of Stockholders or the election and qualification of his successor. The directors initially elected in Class III (Arlene M. Morris and Jonathan Violin) will serve until the 2024 Annual Meeting of Stockholders or the election and qualification of his or her successor.
The foregoing description of the amendment to the Company’s restated certificate of incorporation is qualified in its entirety by reference to the full text of the such amendment, effective June 14, 2021, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 3, 2021, the Company held its Annual Meeting at which holders of the Company’s common stock as of the close of business on April 15, 2021 (the “Record Date”) were entitled to vote. On the Record Date, there were a total of 7,231,370 shares of common stock issued and outstanding. The Annual Meeting was adjourned and reconvened on June 11, 2021. The Company’s stockholders voted in the following manner with respect to the following proposals:
1. To elect the following director nominees:
| Votes For |
Votes Withheld |
Broker Non-Votes | ||||
| Peter Harwin |
5,063,716 | 16,309 | 742,403 | |||
| Tomas Kiselak |
5,063,683 | 16,342 | 742,403 | |||
| Arlene M. Morris |
5,032,965 | 47,060 | 742,403 | |||
| Jonathan Violin |
5,063,543 | 16,482 | 742,403 |
2. To ratify KPMG LLP as the Company’s independent registered public accounting firm for 2021:
| For |
Against | Abstain | ||
| 5,817,420 |
2,701 | 2,307 |
3. To approve, on an advisory basis, the compensation of the Company’s named executive officers:
| For |
Against | Abstain | Broker Non-Votes | |||
| 5,031,016 |
28,374 | 20,635 | 742,403 |
4. To approve an amendment to the Company’s restated certificate of incorporation to classify the Board of Directors into three classes, with directors in each class to serve staggered three-year terms:
| For |
Against | Abstain | ||
| 3,620,581 |
1,461,895 | 6,200 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Exhibit Description | |
| 3.1 | Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, effective as of June 14, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| Viridian Therapeutics, Inc. | ||||
| Date: June 15, 2021 | By: | /s/ Jonathan Violin | ||
| Jonathan Violin | ||||
| President, Chief Executive Officer, and Director | ||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
VIRIDIAN THERAPEUTICS, INC.
VIRIDIAN THERAPEUTICS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:
FIRST: The name of the corporation is Viridian Therapeutics, Inc. (the “Corporation”).
SECOND: The date of filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was June 17, 2014 under the name Signal Genetics, Inc.
THIRD: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the DGCL, adopted resolutions amending its Certificate of Incorporation as follows:
1. Article V of the Certificate of Incorporation, as presently in effect, of the Corporation is hereby amended and restated in its entirety as follows:
“ARTICLE V: A. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors of the Corporation shall be as specified in the Bylaws of the Corporation, but such number may from time to time be increased or decreased in such manner as may be prescribed by the Bylaws. In no event shall the number of directors be less than the minimum prescribed by law. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide. Directors need not be stockholders.
B. Except for any directors elected by the holders of any series of Preferred Stock pursuant to any Certificate of Designations relating to any series of Preferred Stock, the members of the Board of Directors shall be divided into three classes, as nearly equal in number as possible, designated Class I, Class II and Class III. Class I directors shall initially serve until the first annual meeting of stockholders following the effectiveness of this Article V; Class II directors shall initially serve until the second annual meeting of stockholders following the effectiveness of this Article V; and Class III directors shall initially serve until the third annual meeting of stockholders following the effectiveness of this Article V. Commencing with the first annual meeting of stockholders following the effectiveness of this Article V, directors of each class the term of which shall then expire shall be elected to hold office for a three-year term and until the election and qualification of their respective successors in office or their earlier resignation or removal. In case of any increase or decrease, from time to time, in the number of directors, the number of directors in each class shall be apportioned as nearly equal as possible. The Board is authorized to assign members of the Board already in office to Class I, Class II or Class III.”
In Witness Whereof, Viridian Therapeutics, Inc. has caused this Certificate of Amendment to be signed by its duly authorized officer this 14th day of June, 2021.
| Viridian Therapeutics, Inc. | ||
| By: |
/s/ Jonathan Violin | |
| Name: Jonathan Violin | ||
| Title: President, Chief Executive Officer, and Director | ||