UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2023
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(Exact Name of Registrant as Specified in its Charter)
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(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (781 ) 996-0955
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 1, 2023, Morphic Holding, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”), at which the matters listed below were submitted to a vote of the Company’s stockholders. There were 38,438,654 shares of common stock present at the Annual Meeting in person or by proxy, which represented approximately 97.0% of the voting power of the shares of common stock entitled to vote at the Annual Meeting and constituted a quorum for the transaction of business. Holders of the Company’s common stock were entitled to one vote for each share held as of the close of business on April 10, 2023. A detailed description of each of the proposals is included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2023.
The final results of the stockholders’ votes on the four proposals presented at the Annual Meeting are as follows:
1.Election of three Class I directors, identified in the table below, each to serve a three-year term through 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:
Nominees | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Norbert Bischofberger, Ph.D | 27,897,624 | 9,432,925 | 1,108,105 | ||||||||
| Joseph P. Slattery, CPA | 34,662,078 | 2,668,471 | 1,108,105 | ||||||||
| Timothy A. Springer, Ph.D | 33,414,672 | 3,915,877 | 1,108,105 | ||||||||
Each of the three Class I directors was elected to serve until the Company’s 2026 Annual Meeting of Stockholders and until his or her successor has been elected and qualified, or until his or her earlier resignation or removal.
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:
Votes For | Votes Against | Votes Abstaining | ||||||
| 38,432,932 | 5,720 | 2 | ||||||
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. There were no broker non-votes on this matter.
3.Approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers:
Votes For | Votes Against | Votes Abstaining | ||||||
| 36,919,706 | 409,783 | 1,060 | ||||||
The stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers. There were 1,108,105 broker non-votes on this matter.
4.Approval of amendment to certificate of incorporation to reflect new Delaware law provisions regarding officer exculpation.
Votes For | Votes Against | Votes Abstaining | ||||||
| 35,871,676 | 1,457,715 | 1,158 | ||||||
The stockholders approved the proposed amendment to the Company’s certificate of incorporation to reflect new Delaware law provisions regarding officer exculpation. There were 1,108,105 broker non-votes on this matter.
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.
| MORPHIC HOLDING, INC. | ||||||||
| Date: June 2, 2023 | By: | /s/ William DeVaul | ||||||
| William DeVaul | ||||||||
| General Counsel and Secretary | ||||||||