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 |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: |
(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:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
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.
On June 17, 2021, Alector, Inc. (“Alector”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, Alector’s stockholders voted on four proposals, each of which is described in more detail in the definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 28, 2021. The following is a brief description of each matter voted on and the certified results, including the number of votes cast for and against each matter, and if applicable, the number of abstentions and broker non-votes with respect to each matter.
1. The Class III director nominees were elected to serve until Alector’s 2024 annual meeting of stockholders and until their successors are elected and qualified. The voting results were as follows:
Director Name: |
|
Votes For |
|
|
Votes Withheld |
|
|
Broker Non-Votes |
|
|
Percentage of Votes in |
|
||||
Tillman Gerngross, Ph.D. |
|
|
43,225,269 |
|
|
|
9,075,336 |
|
|
|
8,974,459 |
|
|
|
54.19 % |
|
Richard Scheller, Ph.D. |
|
|
43,113,542 |
|
|
|
9,187,063 |
|
|
|
8,974,459 |
|
|
|
54.05 % |
|
Louis J. Lavigne, Jr. |
|
|
48,653,078 |
|
|
|
3,647,527 |
|
|
|
8,974,459 |
|
|
|
61.00 % |
|
2. Stockholders ratified the appointment of Ernst & Young LLP as Alector’s independent registered accounting firm for the fiscal year ending December 31, 2021. The voting results were as follows:
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
|
Percentage of Votes in |
61,105,470 |
|
60,586 |
|
109,007 |
|
— |
|
76.61 % |
3. Stockholders approved, on a non-binding advisory basis, Alector’s named executive officer compensation as disclosed in the proxy statement for the Annual Meeting (“Say-on-Pay Vote”). The voting results were as follows:
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
|
Percentage of Votes in |
51,877,002 |
|
359,457 |
|
64,146 |
|
8,974,459 |
|
65.04 % |
4. Stockholders approved, on a non-binding advisory basis, the frequency of Alector’s future Say-on-Pay Votes to be every year. The voting results were as follows:
Every Year |
|
Every Two Years |
|
Every Three Years |
|
Abstentions |
|
Broker Non-Votes |
|
45,653,265 |
|
50,091 |
|
6,541,066 |
|
56,183 |
|
8,974,459 |
|
Alector has considered the outcome of this advisory vote and has determined, as was recommended with respect to this proposal by Alector’s board of directors in the proxy statement for the Annual Meeting, that Alector will hold future Say-on-Pay Votes on an annual basis until the occurrence of the next advisory vote on the frequency of Say-on-Pay Votes, which is required to occur no later than Alector’s 2027 Annual Meeting of Stockholders.
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 thereunto duly authorized.
|
|
|
ALECTOR, INC. |
|
|
|
|
Date: |
June 21, 2021 |
By: |
/s/ Arnon Rosenthal |
|
|
|
Arnon Rosenthal, Ph.D. |