Item 3.03. Material Modification to Rights of Security Holders.
The information contained in Item 5.03 below is incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the annual meeting of stockholders of Infinity Pharmaceuticals, Inc. (the “Company”) held on June 17, 2020 (the “2020 Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”) to increase the number of authorized shares of the Company’s common stock from 100,000,000 shares to 200,000,000 shares. The additional common stock authorized by the Certificate of Amendment has rights identical to the Company’s currently outstanding common stock. The Company filed the Certificate of Amendment, which was effective upon filing, with the Secretary of State of the State of Delaware on June 17, 2020.
The summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2020 Annual Meeting, the Company’s stockholders voted on four matters as follows:
1.The following seven nominees were elected to the Board to serve for a one-year term expiring at the 2021 annual meeting of stockholders:
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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Samuel Agresta, M.D., M.P.H.
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28,911,463
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966,920
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165,184
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16,403,602
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David Beier, J.D.
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27,948,670
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1,919,627
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175,270
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16,403,602
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Anthony B. Evnin, Ph.D.
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27,926,886
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1,935,887
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180,794
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16,403,602
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Richard Gaynor, M.D.
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28,914,954
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963,449
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165,164
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16,403,602
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Adelene Q. Perkins
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28,301,198
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1,566,557
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175,812
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16,403,602
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Norman C. Selby
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28,815,144
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1,051,835
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176,588
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16,403,602
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Michael C. Venuti, Ph.D.
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28,798,918
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1,065,475
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179,174
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16,403,602
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2.A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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28,119,426
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1,832,452
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91,689
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16,403,602
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3.A proposal to amend the Company's Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000 was approved.
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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41,647,643
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4,385,437
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414,089
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—
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4.The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the current fiscal year was ratified.
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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45,401,832
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987,647
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57,690
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—
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