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
Date of Report (Date of earliest event reported): June 22, 2022
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (617 ) 444-8550
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8–K filing 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)) | |||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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.
The 2022 Annual Meeting of Stockholders (the "Annual Meeting") of Sesen Bio, Inc. (the "Company") was held on June 22, 2022. 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 II director, for a three-year term ending at the annual meeting of stockholders to be held in 2025 and until his respective successor has been duly elected and qualified, and received the number of votes as follows:
| Name | Votes For | Withheld | Broker Non-Votes | |||||||||||||||||
| Jay S. Duker, M.D. | 46,200,353 | 29,617,231 | 43,066,094 | |||||||||||||||||
| Jason A. Keyes | 54,574,256 | 21,243,328 | 43,066,094 | |||||||||||||||||
b) 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, 2022 was approved based on the following number of votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 109,100,482 | 6,776,842 | 3,006,353 | 0 | |||||||||||||||||
c) The proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2022 was approved based on the following number of votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 50,675,949 | 21,321,610 | 3,820,024 | 43,066,094 | |||||||||||||||||
SIGNATURE
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.
Date: June 23, 2022
| Sesen Bio, Inc. | ||||||||
| By: | /s/ Thomas R. Cannell, D.V.M. | |||||||
Thomas R. Cannell, D.V.M. | ||||||||
President and Chief Executive Officer | ||||||||