8-K
NASDAQ false 0001645460 0001645460 2023-06-07 2023-06-07

 

 

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 7, 2023

 

 

Cue Biopharma, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38327   47-3324577

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

40 Guest Street

Boston, Massachusetts

  02135
(Address of principal executive offices)   (Zip Code)

(617) 949-2680

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

 

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   CUE   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.

Cue Biopharma, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on June 7, 2023. The certified results of the matters voted upon at the Annual Meeting, which are more fully described in the Company’s Proxy Statement for the Annual Meeting as filed with the Securities and Exchange Commission on April 28, 2023, are as follows (where applicable, voting results reflect fractional shares rounded down to the nearest whole share):

 

1.

The Company’s stockholders elected the following nominees to the Company’s Board of Directors (the “Board”) to serve until the next annual meeting of stockholders and until their resignation or removal or their successors are duly elected and qualified, with votes cast as follows:

 

     For      Withheld      Broker
Non-Votes
 

Daniel R. Passeri

     11,665,042        2,353,834        17,737,370  

Frank Morich

     9,236,907        4,781,969        17,737,370  

Frederick Driscoll

     10,671,595        3,347,281        17,737,370  

Aaron Fletcher

     11,547,019        2,471,857        17,737,370  

Pamela Garzone

     11,665,710        2,353,166        17,737,370  

Peter A. Kiener

     11,650,455        2,368,421        17,737,370  

Patrick Verheyen

     11,664,063        2,354,813        17,737,370  

 

2.

The Company’s stockholders ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, with votes cast as follows:

 

For

  

Against

  

Abstain

30,764,366    105,334    886,546

 

3.

The Company’s stockholders approved a non-binding advisory proposal on the compensation of the Company’s named executive officers, with votes cast as follows:

 

For

  

Against

  

Abstain

  

Broker

Non-Votes

11,079,655    2,042,073    897,148    17,737,370

 

4.

The Company’s stockholders recommended, in a non-binding advisory vote, that future advisory votes on the compensation of the Company’s named executive officers be held every one year, with votes cast as follows:

 

One Year

  

Two Years

  

Three Years

  

Abstain

  

Broker

Non-Votes

11,090,763    141,546    372,465    2,414,102    17,737,370

After taking into consideration the foregoing voting results and the Board’s recommendation in favor of a frequency of every year, the Company intends to hold future advisory votes on the compensation of the Company’s named executive officers every year.


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.

 

    Cue Biopharma, Inc.
Date: June 9, 2023     By:  

/s/ Daniel R. Passeri

    Name:   Daniel R. Passeri
    Title:   Chief Executive Officer