Form: 8-K

Current report filing

December 13, 2021

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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): December 8, 2021

 

 

BENITEC BIOPHARMA INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39267   84-4620206

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3940 Trust Way, Hayward, California   94545
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (510) 780-0819

(Former Name or Former Address, if Changed Since Last Report): Not Applicable

 

 

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())

 

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 $0.0001   BNTC   The Nasdaq Stock Market LLC

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As disclosed in Item 5.07 below, on December 8, 2021, Benitec Biopharma Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”). At the 2021 Annual Meeting, the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Company’s 2020 Equity and Incentive Compensation Plan (the “Plan”), which was previously approved by the Company’s board of directors. A description of the terms of the Plan Amendment can be found in Proposal 2 – Approval of an Amendment to the 2020 Equity and Incentive Compensation Plan in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 22, 2021 and incorporated herein by reference. Such summary is qualified in its entirety by reference to the terms of the Plan Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference into this Item 5.02.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

The 2021 Annual Meeting was held virtually on December 8, 2021. A total of 5,439,836 shares of the Company’s common stock were present or represented by proxy at the 2021 Annual Meeting, representing 66.6% of the issued and outstanding shares entitled to vote at the meeting. Share numbers reported in this Current Report on Form 8-K have been rounded down to the nearest whole share. The proposals voted upon and the final results of the vote were as follows:

Proposal 1 – Election of Director for a Term of Three Years. The results were as follows:

 

Director Nominee

   For      Withhold      Broker Non-Votes  

J. Kevin Buchi

     3,323,755        284,653        1,831,428  

Peter Francis

     3,322,564        285,844        1,831,428  

Proposal 2 – Approval of an Amendment to the 2020 Equity and Incentive Compensation Plan. The results were was follows:

 

For

    Against     Abstain     Broker Non-Vote  
  3,255,547       337,273       15,588       1,831,428  

Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm. The results were as follows:

 

For

    Against     Abstain  
  5,344,704       12,923       82,209  


Proposal 4 – Advisory Vote on Executive Compensation. The results were as follows:

 

For

  Against     Abstain     Broker Non-Vote  
3,429,224     144,208       34,975       1,831,428  

Proposal 5 – Advisory Vote on Frequency of Say-on-Pay Vote. The results were as follows:

 

One Year

  Two Years     Three Years     Abstain     Broker Non-Vote  
3,461,427     12,518       90,081       44,382       1,831,428  

Proposal 6 – Approval of an Amendment to Company’s Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock. The results were as follows:

 

For

  Against     Abstain  
4,779,634     620,660       39,542  

Proposal 7 – Approval of Amendment to the Company’s Certificate of Incorporation to Authorize the Issuance of Up to 5,000,000 Shares of Preferred Stock. The results were as follows:

 

For

  Against     Abstain     Broker Non-Vote  
3,050,963     540,908       16,537       1,831,428  

Proposal 8 – Approval of the Adjournment of the Annual Meeting, if Necessary, to Solicit Additional Proxies. The results were as follows:

 

For

  Against     Abstain  
4,781,265     612,020       46,551  

Each of the proposals except for Proposal 7 received the required number of votes to be approved by the Company’s stockholders.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.    Description
10.1    First Amendment to Benitec Biopharma Inc. 2020 Equity and Incentive Compensation Plan, dated as of December 8, 2021 (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on October 22, 2021)
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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, thereunto duly authorized.

 

    BENITEC BIOPHARMA INC.
Date: December 13, 2021     By:   /s/ Jerel A. Banks
    Name:   Jerel A. Banks
    Title:   Chief Executive Officer