Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 20, 2019, Genocea Biosciences, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s issued and outstanding common stock, par value $0.001 (the “Common Stock”) at a ratio of one-for-eight (the “Reverse Stock Split”) and to decrease the number of shares of Common Stock that the Company is authorized to issue from 250,000,000 shares to 85,000,000 shares (the “Authorized Shares Reduction”). Pursuant to the Certificate of Amendment, the Reverse Stock Split and the Authorized Shares Reduction will be effective at 12:01 a.m., Eastern Time, on May 22, 2019. The Company expects that upon the opening of trading on May 22, 2019, the Company’s Common Stock will begin trading on a post-split basis under the CUSIP number 372427401.
As a result of the Reverse Stock Split, every eight shares of Common Stock issued and outstanding will convert into one share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are entitled to receive a full share of Common Stock.
As discussed below, on May 15, 2019, the Company’s stockholders approved a proposal to amend the Certificate of Incorporation in accordance with the Certificate of Amendment at the Annual Meeting of Stockholders of the Company (the “Annual Meeting”). The Board of Directors of the Company previously approved and authorized the filing of the Certificate of Amendment following its approval by the stockholders.
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
On May 15, 2019, the Company held its previously announced Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the four proposals as follows: (i) to elect Ms. Katrine Bosley and Mr. Michael Higgins as Class II directors, each for a three-year term (“Proposal 1”); (ii) to approve an amendment to the Company’s restated certificate of incorporation to effect a reverse stock split (“Proposal 2”); (iii) in the event the shareholders approve Proposal 2, to approve an amendment to the Company’s restated certificate of incorporation to decrease the total number of shares of common stock that the Company is authorized to issue from 250,000,000 shares to 85,000,000 shares (“Proposal 3”); and (iv) to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2019 (“Proposal 4”).
The Company’s stockholders approved Proposal 1. The votes cast at the Annual Meeting were as follows:
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Votes For
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Votes Withheld
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Broker Non-Votes
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Katrine Bosley
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66,327,390
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885,641
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27,711,738
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Michael Higgins
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66,328,234
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884,797
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27,711,738
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There were no abstentions with respect to Proposal 1.
The Company stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows: 81,364,175 shares voted for, 11,194,596 shares voted against and 2,365,998 shares abstained from voting. There were 0 broker non-votes with respect to Proposal 2.
The Company stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows: 85,072,896 shares voted for, 6,482,767 shares voted against and 3,369,106 shares abstained from voting. There were 0 broker non-votes with respect to Proposal 3.
The Company stockholders approved Proposal 4. The votes cast at the Annual Meeting were as follows: 92,237,776 shares voted for, 748,718 shares voted against and 1,938,275 shares abstained from voting. There were 0 broker non-votes with respect to Proposal 4.
