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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

 

June 9, 2023

Date of Report (Date of earliest event reported)

 

Chimerix, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-35867   33-0903395
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (IRS Employer Identification No.)

 

2505 Meridian Parkway, Suite 100

Durham, NC

  27713
(Address of principal executive offices)   (Zip Code)

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share CMRX The Nasdaq Global Market

 

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 5.07Submission of Matters to a Vote of Security Holders.

 

On June 9, 2023, Chimerix, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 14, 2023, the record date for the Annual Meeting, 88,583,567 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 64,330,729 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 two persons listed below as Class I directors, each to serve until the Company’s 2026 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 
Robert J. Meyer, M.D.  36,726,965   13,117,069   14,486,695 
Michael A. Sherman  38,502,273   11,341,761   14,486,695 

 

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, 2023. The final voting results are as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
59,758,204    4,398,094   174,431    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 
36,914,776   10,390,731   2,538,527   14,486,695 

 

 

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 12, 2023  
  By:  /s/ Michael T. Andriole
    Michael T. Andriole
    Chief Business and Financial Officer