8-K: Current report filing
Published on September 5, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:
(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(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 |
||
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 August 29, 2024, Benitec Biopharma Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment (the “Third Plan Amendment”) to the Company’s 2020 Equity and Incentive Compensation Plan, which was previously approved by the Company’s board of directors. A description of the terms of the Third Plan Amendment can be found in Proposal 2 – Approval of 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 (the “SEC”) on July 29, 2024 and incorporated herein by reference. Such summary is qualified in its entirety by reference to the terms of the Third 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. |
On August 29, 2024, the Company held the Special Meeting, which was held virtually. A total of 5,947,860 shares of the Company’s common stock were present or represented by proxy at the Special Meeting, representing 58.97% of the issued and outstanding shares entitled to vote at the meeting. The proposals voted upon and the final results of the vote were as follows:
Proposal 1 – The Nasdaq Proposal. The results were as follows:
| For | Against |
Abstain |
Broker Non-Vote |
|||
| 5,868,978 | 13,614 | 168 | 65,100 |
Proposal 2 – Approval of Amendment to the 2020 Equity and Incentive Compensation Plan. The results were as follows:
| For | Against |
Abstain |
Broker Non-Vote |
|||
| 5,024,173 | 232,406 | 626,181 | 65,100 |
Proposal 3 – Adjournment of the Special Meeting. As there were sufficient votes at the time of the Special Meeting to approve Proposal 1 and Proposal 2, the “Adjournment Proposal” described in the Company’s definitive proxy statement on Schedule 14A, filed with the SEC on July 29, 2024, was not presented to the Company’s stockholders.
Each of the proposals 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 | Third Amendment to Benitec Biopharma Inc. 2020 Equity and Incentive Compensation Plan, dated as of August 29, 2024 (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed on July 29, 2024). | |
| 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: September 4, 2024 | By: | /s/ Jerel A. Banks |
||||
| Name: | Jerel A. Banks | |||||
| Title: | Chief Executive Officer | |||||