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 17, 2020

 

 

Regulus Therapeutics Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35670   26-4738379
(State
of incorporation)
  (Commission
File No.)
  (IRS Employer
Identification No.)

 

10628 Science Center Drive, Suite 225

San Diego, CA

  92121
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (858) 202-6300

 

(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 (see General Instruction A.2. below):

 

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,
par value $0.001 per share
   RGLS    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 5.07

Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Company was held on June 17, 2020. As of April, 20, 2020, the record date for the Annual Meeting of Stockholders, 27,608,783 shares of common stock were issued and outstanding. A summary of the matters voted upon at the Annual Meeting of Stockholders and the final voting results are set forth below.

Proposal 1. Election of Directors

The nine persons listed below were elected as directors at the Annual Meeting of Stockholders, each to serve until the Company’s 2021 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The final voting results were as follows:

 

     Votes For    Votes
Withheld
   Broker Non-
Votes

David Baltimore, Ph.D.

   10,008,347    80,795    11,096,990

Kathryn J. Collier

   9,918,900    170,242    11,096,990

Joseph P. Hagan

   9,926,973    162,169    11,096,990

Jake R. Nunn

   9,923,006    166,136    11,096,990

Stelios Papadopoulos, Ph.D.

   9,913,820    175,322    11,096,990

William Rastetter, Ph.D.

   9,908,043    181,099    11,096,990

Hugh Rosen, M.D., Ph.D.

   10,002,305    86,837    11,096,990

Simos Simeonidis, Ph.D.

   10,009,713    79,429    11,096,990

Pascale Witz, MBA, MSc

   9,912,113    177,029    11,096,990

Proposal 2. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement for the Annual Meeting of Stockholders. The final voting results were as follows:

 

Votes For    Votes Against    Abstentions    Broker Non-
Votes
7,956,601    2,107,967    24,574    11,096,990

Proposal 3. The Company’s stockholders ratified the selection by the Company’s Audit Committee of the Board of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The final voting results were as follows:

 

Votes For    Votes Against    Abstentions
20,808,732    309,126    68,274


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.

 

    Regulus Therapeutics Inc.
Date: June 19, 2020     By:   /s/ Joseph Hagan
      Joseph Hagan
      President and Chief Executive Officer