UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 22, 2023, Equillium, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). As of March 23, 2023, the record date for the Annual Meeting (the “Record Date”), 34,414,149 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.
A total of 29,263,137 shares of the Company’s common stock were present at the Annual Meeting or represented by proxy, which represents approximately 85.0% of the shares of the Company’s common stock outstanding as of the Record Date.
Proposal 1. Election of Directors.
The Company’s stockholders elected the three persons listed below as Class II directors, each to serve until the Company’s 2026 Annual Meeting of Stockholders and until his or her respective successor has been duly elected and qualified, or until his or her earlier death, resignation or removal. The final voting results are as follows:
| Name | Votes For | Votes Withheld |
Broker Non-Votes |
|||||||||
| Charles McDermott |
16,956,930 | 2,735,613 | 9,570,594 | |||||||||
| Bruce Steel |
18,638,321 | 1,054,222 | 9,570,594 | |||||||||
| Yu (Katherine) Xu, Ph.D. |
19,509,865 | 182,678 | 9,570,594 | |||||||||
Proposal 2. Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split.
The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio in the range of 1-for-2 to 1-for-10, with such ratio to be determined in the discretion of the Company’s Board of Directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s Board of Directors in its sole discretion. The final voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 27,178,585 | 1,520,289 | 564,263 | 0 |
Proposal 3. Ratification of the Selection of Independent Registered Public Accounting Firm.
The Company’s stockholders ratified the selection by the Audit Committee of the Company’s Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The final voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 27,948,378 | 745,510 | 569,249 | 0 |
Proposal 4. Authorization to Adjourn the Annual Meeting, if Necessary, to Solicit Additional Proxies if there are Not Sufficient Votes in Favor of Proposal 2.
The Company’s stockholders authorized the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there were an insufficient number of votes in favor of Proposal 2. The final voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 27,292,976 | 1,401,155 | 569,006 | 0 |
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.
| EQUILLIUM, INC. | ||||||
| Date: May 23, 2023 | By: | /s/ Bruce D. Steel | ||||
| Bruce D. Steel | ||||||
| President and Chief Executive Officer | ||||||