UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 1, 2023, CymaBay Therapeutics, Inc. (“CymaBay”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below is a brief description of each matter considered and voted upon at the Annual Meeting, together with the final tally of the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, including a separate tabulation with respect to each of the seven directors. A more complete description of each matter is set forth in CymaBay’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 19, 2023 (the “Proxy Statement”).
Proposal 1: Election of Directors
CymaBay’s stockholders elected each of the seven directors proposed by CymaBay for election, to serve until the 2024 annual meeting of stockholders, and until their successors are elected and have qualified, or until their earlier death, resignation or removal. The tabulation of votes on this matter was as follows:
| Director Nominee | Shares Voted For | Shares Withheld | ||||||
| Janet Dorling |
66,884,798 | 2,264,510 | ||||||
| Caroline Loewy |
67,934,388 | 1,214,920 | ||||||
| Éric Lefebvre |
68,766,522 | 382,786 | ||||||
| Sujal Shah |
68,898,365 | 250,943 | ||||||
| Kurt von Emster |
68,869,673 | 279,635 | ||||||
| Thomas G. Wiggans |
62,439,407 | 6,709,901 | ||||||
| Robert J. Wills |
68,741,560 | 407,748 | ||||||
There were 9,348,565 broker non-votes for this proposal.
Proposal 2: Approval of CymaBay’s 2023 Equity Incentive Plan
CymaBay’s stockholders approved the CymaBay 2023 Equity Incentive Plan. The tabulation of votes on this matter was as follows:
| Shares voted for: |
66,116,663 | |||
| Shares voted against: |
2,966,392 | |||
| Shares abstaining |
66,253 |
There were 9,348,565 broker non-votes for this proposal.
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm
CymaBay’s stockholders ratified the appointment of Ernst & Young LLP as CymaBay’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The tabulation of votes on this matter was as follows:
| Shares voted for: |
77,705,662 | |||
| Shares voted against: |
731,121 | |||
| Shares abstaining |
61,090 |
There were no broker non-votes for this proposal.
Proposal 3: Advisory Vote to Approve the Compensation of our Named Executive Officers as Disclosed in the Proxy Statement
CymaBay’s stockholders approved, by advisory vote, the compensation of our named executive officers as disclosed in the Proxy Statement. The tabulation of votes on this matter was as follows:
| Shares voted for: |
67,971,375 | |||
| Shares voted against: |
1,098,469 | |||
| Shares abstaining |
79,464 |
There were 9,348,565 broker non-votes for 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.
| CymaBay Therapeutics, Inc. | ||
| By: | /s/ Sujal Shah | |
| Name: | Sujal Shah | |
| Title: | President and Chief Executive Officer | |
Dated: June 6, 2023