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

 

May 19, 2020

Date of Report (Date of earliest event reported)

 

MARKER THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-37939 45-4497941
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

3200 Southwest Freeway

Suite 2240

Houston, Texas

  77027
(Address of principal executive offices)   (Zip Code)

 

(713) 400-6400

Registrant’s telephone number, including area code

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation 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   MRKR   The Nasdaq Stock Market LLC

 

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 May 19, 2020, Marker Therapeutics, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). The stockholders considered four 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 17, 2020.  Of the 46,532,522 shares outstanding as of the record date, 38,282,910 shares, or 82.3%, 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 seven nominees to serve as directors until the 2021 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:

 

Name   Votes For     Votes Withheld  
David Eansor     26,664,902       253,697  
Steven Elms     26,772,270       146,329  
Peter Hoang     26,718,442       200,157  
David Laskow-Pooley     26,724,089       194,510  
Frederick Wasserman     26,657,185       261,414  
John Wilson     25,817,199       1,101,400  
Juan Vera     26,738,748       179,851  

 

Broker Non-Votes: 11,364,311.

 

All nominees were elected.

 

Proposal No. 2:  Approval, on an advisory basis, of the compensation of the Company’s named executive officers. The votes were cast as follows:

 

    Votes For     Votes Against     Abstained  
Advisory approval of named executive officer compensation     25,973,352       433,967       511,280  

 

Broker Non-Votes: 11,364,311.

 

Proposal No. 3: Ratification of the selection of Marcum LLP as independent registered public accounting firm for the fiscal year ending December 31, 2020. The votes were cast as follows:

 

    Votes For     Votes Against     Abstained  
Ratification of appointment of Marcum LLP     37,480,186       561,384       241,340  

 

Broker Non-Votes: 0.

 

Proposal No. 4: Approval of the Company’s 2020 Equity Incentive Plan. The votes were cast as follows:

 

    Votes For     Votes Against     Abstained  
Approval of 2020 Equity Incentive Plan     25,159,583       1,275,771       483,245  

 

Broker Non-Votes: 11,364,311.

  

 

 

 

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.

 

       
  Marker Therapeutics, Inc.
     
Dated: May 21, 2020 By:   /s/ Anthony Kim
      Anthony Kim
      Chief Financial Officer