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)
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (919 ) 806-1074
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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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 23, 2022, Chimerix, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 25, 2022, the record date for the Annual Meeting, 87,436,180 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 69,744,610 shares of common stock were present in person or represented by proxy for the three proposals summarized below.
Proposal 1: Election of directors
The Company’s stockholders elected the three persons listed below as Class III directors, each to serve until the Company’s 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The final voting results are as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Catherine L. Gilliss, Ph.D., R.N., F.A.A.N. | 34,894,409 | 18,640,609 | 16,209,592 | |||||||||||||||||
| Patrick Machado | 20,387,244 | 33,147,774 | 16,209,592 | |||||||||||||||||
| Fred A. Middleton | 39,439,926 | 14,095,092 | 16,209,592 | |||||||||||||||||
Proposal 2: Ratification of the selection of independent registered public accounting firm
The Company’s stockholders ratified the selection by the Audit Committee of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The final voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 66,657,732 | 2,324,715 | 762,163 | 0 | |||||||||||||||||
Proposal 3: Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers
The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The final voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 32,981,130 | 20,478,975 | 74,913 | 16,209,592 | |||||||||||||||||
Proposal 4: Approval, on a non-binding, advisory basis, of the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers
The Company’s stockholders approved, on a non-binding, advisory basis, the frequency of one year for future stockholder advisory votes on the compensation of the Company’s named executive officers. The final voting results are as follows:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| 50,573,043 | 13,661 | 1,906,405 | 1,041,909 | 16,209,592 | ||||||||||||||||||||||
Consistent with the preference of the Company’s stockholders indicated by the voting results for Proposal 4, the Company will include a stockholder advisory vote on the compensation of the Company’s named executive officers every year until the next required vote on the frequency of such advisory votes.
The Company recognizes that there was opposition expressed by some of the Company’s stockholders with respect to certain of the Annual Meeting proposals, and intends to engage with key stockholders in the coming months to understand, discuss and if appropriate, respond to any relevant concerns.
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.
| Chimerix, Inc. | |||||||||||
| Dated: June 27, 2022 | |||||||||||
| By: | /s/ Michael T. Andriole | ||||||||||
| Michael T. Andriole | |||||||||||
| Chief Business and Financial Officer | |||||||||||