UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 2, 2025, Taysha Gene Therapies, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) to increase the authorized number of shares of common stock from 400,000,000 to 700,000,000. The Amendment, which was filed with the Secretary of State of the State of Delaware on June 2, 2025, is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2025. Of the 205,054,570 shares outstanding as of the record date, 179,615,275 shares, or approximately 87%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.
Proposal No. 1: Election of two nominees to serve as directors until the 2028 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:
| Name | Votes For | Votes Withheld | ||
| Phillip B. Donenberg, CPA |
114,260,541 | 24,190,378 | ||
| Sukumar Nagendran, M.D. |
123,281,458 | 15,169,461 |
Broker Non-Votes: 41,164,356
Both nominees were elected.
Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||
| Ratification of appointment of Deloitte & Touche LLP |
179,419,717 | 148,135 | 47,423 |
Broker Non-Votes: 0
Proposal No. 3: Approval of a proposed amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended to date, to increase the number of authorized shares of common stock from 400,000,000 to 700,000,000 shares. The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||
| Approval of amendment to effectuate an authorized shares increase |
171,348,017 | 8,177,868 | 89,390 |
Broker Non-Votes: 0
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Taysha Gene Therapies, Inc. | ||||||
| Dated: June 3, 2025 | By: | /s/ Kamran Alam | ||||
| Kamran Alam | ||||||
| Chief Financial Officer | ||||||