Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Sesen Bio, Inc. (the “Company”) held on May 3, 2021, the Company’s stockholders approved Amendment No. 2 to the Company’s 2014 Stock Incentive Plan (the “2014 Incentive Plan”) in order to increase the number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), reserved for issuance under the 2014 Incentive Plan by 12,000,000 shares of Common Stock.
Also at the Annual Meeting, the Company’s stockholders approved Amendment No. 1 to the Company’s 2014 Employee Stock Purchase Plan (the “2014 ESPP”) in order to increase the number of shares of Common Stock reserved for issuance under the 2014 ESPP by 2,300,000 shares of Common Stock.
The material terms and conditions of the 2014 Incentive Plan, as amended, and 2014 ESPP, as amended, are set forth in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on March 25, 2021 (the “Proxy Statement”). Those summaries and the above descriptions of Amendment No. 2 the 2014 Incentive Plan and Amendment No. 1 to the 2014 ESPP do not purport to be complete and are qualified in their entirety by reference to the full text of Amendment No. 2 to the 2014 Incentive Plan and Amendment No. 1 to the 2014 ESPP, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 – Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on the matters set forth below:
a) Each of the following nominees was elected to the Company’s Board of Directors (the “Board”) as a class I director, for a three-year term ending at the annual meeting of stockholders to be held in 2024 and until his or her respective successor has been duly elected and qualified, and received the number of votes as follows:
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Name
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Votes For
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Votes Against
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Withheld
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Broker Non-Votes
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Thomas R. Cannell D.V.M.
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72,726,143
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0
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9,045,569
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33,686,305
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Carrie L. Bourdow
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61,226,353
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0
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20,545,358
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33,686,305
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b) The proposal to approve an amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 400,000,000 was approved based on the following number of votes:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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91,534,942
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23,374,976
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548,099
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0
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c) The proposal to approve an amendment to the 2014 Stock Incentive Plan to increase the number of shares of common stock reserved for issuance under the 2014 Incentive Plan by 12,000,000 shares of common stock was approved based on the following number of votes:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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64,346,575
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16,589,667
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835,469
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33,686,305
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d) The proposal to approve an amendment to the 2014 ESPP to increase the number of shares of common stock reserved for issuance under the 2014 ESPP by 2,300,000 shares of common stock was approved based on the following number of votes:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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68,786,468
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12,416,329
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568,914
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33,686,305
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e) The proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was approved based on the following number of votes:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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113,097,120
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1,261,302
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1,099,595
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0
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f) The proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved based on the following number of votes:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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69,169,784
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10,371,011
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2,230,917
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33,686,305
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Item 9.01 – Submission of Matters to a Vote of Security Holders.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)