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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The following proposals were submitted to the stockholders at the 2017 Annual Meeting of Stockholders of Fate Therapeutics, Inc. (the “Company”) held on May 2, 2017:
(i) The election of two Class I directors, as nominated by the Board of Directors, to hold office until the 2020 Annual Meeting of Stockholders or until their successors are duly elected and qualified;
(ii) The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2017;
(iii) The approval of the issuance of shares of common stock upon conversion of the Company’s outstanding Class A Convertible Preferred Stock; and
(iv) The
approval of the amendment and restatement of the Company’s 2013 Stock Option and Incentive Plan (the “2013 Plan”) to increase the number of shares of common stock reserved for issuance under the 2013 Plan and approval of the material terms for payment of performance-based compensation.
The proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 22, 2017.
The number of shares of common stock entitled to vote at the annual meeting was 41,386,506. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 34,219,823. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and all director nominees were elected.
The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:
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(a)
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Election of Class I Directors.
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Director Nominee
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Votes For
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Votes Withheld
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Robert S. Epstein, M.D., M.S.
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25,044,907
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866,887
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John D. Mendlein, Ph.D., J.D.
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22,327,606
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3,584,188
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There were 8,308,029 broker non-votes regarding the election of directors.
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(b)
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Ratification of Auditors.
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Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The results of the voting included 34,184,643 votes for, 21,474 votes against, and 13,706 votes abstained.
There were zero broker non-votes regarding this proposal.
(c)
Approval of Issuance of 14,097,745 Shares of Common Stock upon Conversion of 2,819,549 Shares of Class A Convertible Preferred Stock.
Stockholders approved the issuance of 14,097,745 shares of common stock upon conversion of the Company’s 2,819,549 shares of outstanding Class A Convertible Preferred Stock (the “Preferred Shares”). The results of the voting included 25,812,238 votes for, 85,044 votes against, and 14,512 votes abstained.
Because the Company’s common stock is listed on the NASDAQ Glob
al Market, the stock is subject to the NASDAQ Listing Rules. The potential issuance of the shares of the Company’s common stock upon conversion of the Preferred Shares would have implicated certain of the NASDAQ listing standards requiring prior stockholde
r approval in order to maintain the Company’s listing on the NASDAQ Global Market, including under NASDAQ Listing Rule 5635 which requires prior stockholder approval for the issuance, other than in a public offering, of common stock (or securities converti
ble into common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance
of common stock
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There were 8,308,029 broker non-votes regarding this proposal.
(d)
Approval of the amendment and restatement of the 2013 Plan to increase the number of shares of common stock reserved for issuance under the 2013 Plan and approval of the material terms for payment of performance-based compensation.
Stockholders approved the amendment and restatement of the 2013 Plan to increase the number of shares reserved for issuance under the 2013 Plan and approval of the material terms for payment of performance-based compensation. The results of the voting included 17,795,893 votes for, 8,025,436 votes against, and 90,465 votes abstained. A copy of such amended and restated 2013 Plan in the form approved by the stockholders is filed hereto as Exhibit 10.1.
There were 8,308,029 broker non-votes regarding this proposal.