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 15, 2022
AVIDITY BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-39321 | 46-1336960 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
10578 Science Center Drive, Suite 125 |
San Diego, CA 92121 |
(Address of principal executive offices) (Zip Code) |
(858) 401-7900
(Registrant’s telephone number, include area code)
N/A
(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 | Name of each exchange | ||
Common Stock, par value $0.0001 per share | RNA | The Nasdaq Global 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. |
Avidity Biosciences, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) on June 15, 2022. The following is a brief description of each matter voted upon at the 2022 Annual Meeting and the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable. Voting results are, when applicable, reported by rounding votes by fractional shares down to the nearest round number.
1. | The election of two nominees to serve as Class II directors for a three-year term to expire at the 2025 Annual Meeting of Stockholders. The following two Class II directors were elected by the votes indicated. |
For | Withheld | Broker Non-Votes | ||||
Tamar Thompson | 40,395,889 | 2,241,358 | 3,164,322 | |||
Eric Mosbrooker | 39,994,933 | 2,642,314 | 3,164,322 |
2. | The ratification of the appointment of BDO USA, LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The appointment was ratified by the votes indicated: |
For | Against | Abstain | Broker Non-Votes | |||
45,379,132 | 34,554 | 387,883 | 0.00 |
3. | The approval, on an advisory basis, of the compensation of the Company’s named executive officers. The compensation of the named executive officers was approved, on an advisory basis, by the votes indicated: |
For | Against | Abstain | Broker Non-Votes | |||
42,097,420 | 492,828 | 46,999 | 3,164,322 |
4. | The stockholders’ recommendation, on an advisory basis, regarding the frequency of the stockholder vote to approve the compensation of the named executive officers. The frequency was ratified, on an advisory basis, by the votes indicated: |
Every One Year | Every Two Years | Every Three Years | Abstain | Broker Non-Votes | ||||
42,351,063 | 52,220 | 191,011 | 42,953 | 3,164,322 |
In light of the foregoing, the Company has decided to hold an advisory vote on executive compensation on an annual basis until the next required advisory vote on the frequency of future advisory votes on executive compensation.
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.
AVIDITY BIOSCIENCES, INC. | ||||
Date: June 17, 2022 | By: | /s/ Michael F. MacLean | ||
Michael F. MacLean | ||||
Chief Financial and Chief Business Officer |