Current Report Filing (8-k)
June 11 2018 - 4:33PM
Edgar (US Regulatory)
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, 2018
CHIASMA, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37500
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76-0722250
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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460 Totten Pond Rd, Suite 530
Waltham, MA 02451
(Address of principal executive offices, including zip code)
(617)
928-5300
(Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
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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.
The following proposals were submitted to the stockholders at the 2018 Annual Meeting of Stockholders of Chiasma, Inc. (the
Company) held on June 7, 2018 (the Annual Meeting):
(i) The election of three Class III directors,
as nominated by the Board, each to serve a three-year term expiring at the 2021 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal; and
(ii) The ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the
Company for its fiscal year ending December 31, 2018.
The proposals are described in detail in the Companys Proxy Statement
filed with the Securities and Exchange Commission on April 24, 2018.
The number of shares of common stock entitled to vote at the
Annual Meeting was 24,383,994. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 19,990,758. All matters submitted to a vote of the Companys 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 III Directors.
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Director Nominee
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Votes For
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Votes Withheld
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Scott Minick
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14,225,679
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2,157,237
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John F. Thero
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14,386,735
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1,996,181
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Roni Mamluk, Ph.D.
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14,485,435
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1,897,481
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There were 3,607,842 broker
non-votes
regarding the election of
directors.
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(b)
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Ratification of the appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2018.
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Stockholders ratified the appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm
for the fiscal year ending December 31, 2018. The results of the voting included 19,653,820 votes for, 230,913 votes against and 106,025 votes abstained. There were no broker
non-votes
regarding this
proposal.
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.
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Date: June 11, 2018
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Chiasma, Inc.
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By:
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/s/ Mark J. Fitzpatrick
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Mark J. Fitzpatrick
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President and Chief Executive Officer
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