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TRIL Trillium Therapeutics

Filed: 9 Jun 21, 7:01am

 

 

 

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 8, 2021

 

TRILLIUM THERAPEUTICS INC.

 

(Exact name of registrant as specified in its charter)

 

British Columbia, Canada001-36596Not applicable
(State or other jurisdiction of incorporation) (Commission File Number)(I.R.S. Employer Identification No.)

 

Trillium Therapeutics USA Inc.

100 CambridgePark Drive, Suite 510

Cambridge, Massachusetts, 02140

USA

(Address of principal executive offices, including zip code)

 

(416) 595-0627

(Registrant's telephone number, including area code)

 

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 classTrading Symbol(s)Name of each exchange on which registered
Common Shares, no par value per shareTRILThe Nasdaq Capital 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.

 

Trillium Therapeutics Inc. (the “Company”) held its Annual General and Special Meeting of Shareholders on June 8, 2021. The following is a summary of the matters voted on at that meeting:

 

 1.Seven nominees were elected to serve on the Company’s Board of Directors until the 2022 annual general meeting of shareholders or until their successors are elected and qualified. The results of the shareholders’ vote with respect to the election of such directors were as follows:

 

  Votes
For
  Votes
Withheld
  Broker
Non-Votes
 
Luke Beshar  45,690,551   5,331,299   16,209,224 
Jan Skvarka  50,903,051   118,798   16,209,225 
Helen Tayton-Martin  50,766,458   255,391   16,209,225 
Paul Walker  41,737,821   9,284,029   16,209,224 
Michael Kamarck  50,875,937   145,912   16,209,225 
Paolo Pucci  50,842,785   179,065   16,209,224 
Scott Myers  50,879,347   142,503   16,209,224 

 

 2.

The Company’s shareholders reappointed Ernst & Young, LLP, Chartered Professional Accountants, Licensed Public Accountants, as auditors of the Company for the ensuing year and authorized the directors to fix the remuneration to be paid to the auditors. The results of the shareholders’ vote were as follows:

 

 

Votes For Votes
Withheld
 Broker
Non-Votes
67,130,594 100,479 1

 

 

 

 

 3.The Company’s shareholders approved the non-binding, advisory vote on the compensation paid to the Company’s named executive officers. The results of the shareholders’ non-binding, advisory vote with respect to compensation paid to the Company’s named executive officers were as follows:

 

Votes For Votes
Withheld
 Broker
Non-Votes
50,509,825 512,025 16,209,224

 

 4.The Company’s shareholders recommended that future advisory votes on the compensation paid to the Company’s named executive officers should be held every year. The results of the shareholders’ non-binding, advisory vote with respect to the frequency of future advisory votes on the compensation paid to the Company’s named executive officers were as follows:

 

1 Year   2 Years 3 Years Broker Non-Votes
50,375,749 51,174 115,072 16,689,079 

 

Based on the Board of Directors’ recommendation in the Management Information Circular and Proxy Statement for the Company’s 2021 Annual General and Special Meeting of Shareholders, the voting results on this proposal and its consideration of the appropriate voting frequency for the Company at this time, the Company’s Board of Directors has determined that the Company will hold an advisory vote on the compensation of the Company’s named executive officers every year until the next required vote on the frequency of such advisory votes.

 

On June 9, 2021, the Company issued a press release containing information about the voting results of the Company’s Annual General and Special Meeting of Shareholders. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01    Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit Number Description
99.1 Press release issued by Trillium Therapeutics Inc. dated June 9, 2021

 

 

 

 

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.

 

Date: June 9, 2021Trillium Therapeutics Inc.
  
 By:/s/ James Parsons
  Name: James Parsons
  Title: Chief Financial Officer