8-K

 

 

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 13, 2019

 

 

Zafgen, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   001-36510   20-3857670

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

175 Portland Street, 4th Floor

Boston, Massachusetts

  02114
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (617) 622-4003

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:

 

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   ZFGN   NASDAQ Global Market

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 Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 13, 2019. As of April 22, 2019, the record date for the Annual Meeting, there were 37,326,895 outstanding shares of the Company’s common stock. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (“SEC”) on April 26, 2019: (i) to elect Peter Barrett, Ph.D. and Wendy Everett, Sc.D. as Class II directors of the Company to each serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2022 and until their successors have been duly elected and qualified (“Proposal 1”), and (ii) to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 (“Proposal 2”).

The Company’s stockholders approved the Class II director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for Class II directors as follows:

 

Class II Director Nominee

   For      Withhold      Broker Non-Votes  

Peter Barrett, Ph.D.

     20,445,938        5,015,834        6,746,897  

Wendy Everett, Sc.D.

     20,850,967        4,610,805        6,746,897  

The Company’s stockholders approved Proposal 2. The votes cast for Proposal 2 at the Annual Meeting were as follows:

 

For

   Against    Abstain

31,893,884

   295,150    19,635

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

*     *      *


SIGNATURE

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.

 

Date: June 13, 2019

   

ZAFGEN, INC.

    By:   /s/ Jeffrey S. Hatfield
     

Jeffrey S. Hatfield

     

Chief Executive Officer