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. |
The Company held its previously announced Annual Meeting of Stockholders (the “Annual Meeting”) on June 8, 2022, at which a quorum was present. As of April 11, 2022, the record date for the Annual Meeting, there were 54,607,439 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 26, 2022: (i) to re-elect J. Jeffrey Goater, David S. Grayzel, M.D., and Ramy Ibrahim, M.D. as Class I directors of the Company each to serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2025 and until their successors have been elected and qualified (“Proposal 1”) and (ii) to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (“Proposal 2”).
The Company’s stockholders approved the Class I director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for the Class I directors as follows:
| Class I Director Nominee |
For | Withhold | Broker Non-Votes | |||||||||
| J. Jeffrey Goater |
24,008,434 | 4,798,044 | 13,266,259 | |||||||||
| David S. Grayzel, M.D. |
20,291,075 | 8,515,403 | 13,266,259 | |||||||||
| Ramy Ibrahim, M.D. |
24,859,258 | 3,947,220 | 13,266,259 | |||||||||
The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:
| For |
Against |
Abstain | ||
| 41,472,116 |
549,045 | 51,576 |
No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.
SIGNATURE
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.
| Date: June 10, 2022 | SURFACE ONCOLOGY, INC. | |||||
| By: | /s/ Jessica Fees | |||||
| Jessica Fees | ||||||
| Chief Financial Officer | ||||||