UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
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(I.R.S. Employer Identification No.) |
Forma Therapeutics Holdings, Inc.
(Address of principal executive offices, including zip code)
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Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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
Forma Therapeutics Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 8, 2022 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered and voted on the four proposals set forth below, each of which is described in greater detail in the Company’s Proxy Statement, filed with the Securities and Exchange Commission on April 27, 2022. The final voting results are set forth below.
Proposal 1 – Election of Class II Director Nominees
The stockholders of the Company elected Peter Wirth, J.D. and Timothy P. Clackson, Ph.D. as Class II directors of the Company, for a three-year term ending at the annual meeting of stockholders to be held in 2025 and until their successors have been duly elected and qualified or until their earlier death, resignation or removal. The results of the stockholders’ vote with respect to the election of the Class II directors were as follows:
| Name |
Votes For |
Votes Withheld |
Broker Non-Votes |
|||||||||
| Peter Wirth, J.D. |
29,703,376 | 3,905,968 | 2,026,775 | |||||||||
| Timothy P. Clackson, Ph.D. |
27,051,786 | 6,557,558 | 2,026,775 | |||||||||
Proposal 2 – Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm
The stockholders of the Company ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The results of the stockholders’ vote with respect to such ratification were as follows:
| Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
| 35,633,955 |
2,161 | 3 | N/A |
Proposal 3 – Non-binding Advisory Vote on the Compensation of Named Executive Officers
The stockholders of the Company approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The results of the stockholders’ vote with respect to the compensation of the named executive officers were as follows:
| Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
| 32,661,443 |
931,372 | 16,529 | 2,026,775 |
Proposal 4 – Non-binding Advisory Vote on the Preferred Frequency of Future Votes on Compensation of Named Executive Officers
The stockholders of the Company approved, on a non-binding, advisory basis, to set the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers to every one year. The results of such vote were as follows:
| One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes | ||||
| 33,150,699 |
2,115 | 117,304 | 339,226 | 2,026,775 |
In light of such vote, the Company’s Board of Directors has determined that the Company will hold future non-binding advisory votes on executive compensation on an annual basis until the next required vote on the frequency of stockholder votes on the compensation of the named executive officers.
No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.
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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.
| FORMA THERAPEUTICS HOLDINGS, INC. | ||||
| Date: June 9, 2022 | By: | /s/ Jeannette Potts | ||
| Jeannette Potts, Ph.D., J.D. | ||||
| SVP, General Counsel | ||||
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