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 4, 2020
Castle Biosciences, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38984 | 77-0701774 | ||||||||||||
| (state or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| 820 S. Friendswood Drive, Suite 201 Friendswood, Texas | 77546 | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (866) 788-9007
(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:
¨ 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, $0.001 par value per share | CSTL | The Nasdaq Global Market | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 x
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.
On June 4, 2020, Castle Biosciences, Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following matters and cast their votes as set forth below:
Proposal 1. Election of Directors
The Company’s stockholders elected the three individuals listed below as Class I Directors, each to serve until the Company’s 2023 annual meeting of stockholders and until their successors are duly elected and qualified. The final voting results are as follows:
| For | Withheld | Broker Non-Votes | |||||||||||||||
| Joseph C. Cook, III | 12,560,193 | 1,078,445 | 1,241,382 | ||||||||||||||
| Miles D. Harrison | 13,593,549 | 45,089 | 1,241,382 | ||||||||||||||
| David Kabakoff, Ph.D. | 11,947,527 | 1,691,111 | 1,241,382 | ||||||||||||||
Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the selection of KPMG, LLP by the Audit Committee of the Company’s Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The final voting results are as follows:
| For | Against | Abstained | |||||||||||||||
| 14,803,181 | 18,464 | 58,375 | |||||||||||||||
| SIGNATURES | ||
| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | ||
| CASTLE BIOSCIENCES, INC. | ||||||||
| By: | /s/ Frank Stokes | |||||||
| Frank Stokes | ||||||||
| Chief Financial Officer | ||||||||
| Date: June 9, 2020 | ||||||||