8-K
false 0001609809 0001609809 2021-06-16 2021-06-16

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

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 16, 2021

 

 

SERES THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-37465   27-4326290
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

200 Sidney Street
Cambridge, MA
  02139
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 945-9626

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common stock, par value $0.001 per share   MCRB   The Nasdaq Global Select Market

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 16, 2021, Seres Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders. A total of 81,374,515 shares of the Company’s common stock were present electronically or represented by proxy at the meeting, representing approximately 88.85% of the Company’s outstanding common stock as of the April 19, 2021 record date. The following are the voting results for the proposals considered and voted upon at the meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 30, 2021.

Item 1 — Election of three Class III directors to serve until the 2024 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.

 

NOMINEE    Votes FOR    Votes WITHHELD    Broker Non-Votes

Grégory Behar

   56,567,732    17,733,424    7,073,359

Paul R. Biondi

   63,121,590    11,179,566    7,073,359

Kurt C. Graves

   63,041,780    11,259,376    7,073,359

Item 2 — Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.

 

Votes FOR    Votes AGAINST    Votes ABSTAINED    Broker Non-Votes

81,293,287

   16,843    64,385    0

Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

 

Votes FOR    Votes AGAINST    Votes ABSTAINED    Broker Non-Votes

73,748,370

   446,095    106,691    7,073,359

Item 4 — Approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers.

 

Votes for 1 Year    Votes for 2 Years    Votes for 3 Years    Votes ABSTAINED    Broker Non-Votes

74,114,039

  

69,216

  

36,507

  

81,394

  

7,073,359

Based on the foregoing votes, Grégory Behar, Paul R. Biondi, and Kurt C. Graves were elected as Class III directors, Items 2 and 3 were approved, and the Company’s stockholders recommended that future stockholder advisory votes on the compensation of the Company’s named executive officers be held every year. Based on the foregoing voting results and consistent with the Board of Directors’ recommendation, the Board of Directors has determined to hold an advisory vote on the compensation of the Company’s named executive officers every year until the next advisory vote regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers is submitted to the stockholders or the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the Company.


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.

 

    SERES THERAPEUTICS, INC.
Date: June 21, 2021     By:  

/s/ Thomas J. DesRosier

      Name: Thomas J. DesRosier
      Title: Executive Vice President and Chief Legal Officer