CASCADIAN THERAPEUTICS, INC. (NASDAQ:CASC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item5.03
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As noted below, on June8, 2017, the stockholders of Cascadian
Therapeutics, Inc. (the Company) approved an amendment to the
Companys certificate of incorporation to increase the number of
the Companys authorized shares of common stock from 66,666,667 to
130,000,000. On June8, 2017, the Company filed the Certificate of
Amendment to the Amended and Restated Certificate of
Incorporation with the Delaware Secretary of State to effect such
amendment. A copy of the Certificate of Amendment to the Amended
and Restated Certificate of Incorporation is filed as Exhibit 3.1
to this report.
| Item5.07 |
Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Stockholders of the Company was held on
June8, 2017. The following is a brief description of each matter
voted upon and the certified voting results.
(1) Election of the nominees listed below as ClassI directors to
the board of directors, to hold office until the 2020 Annual
Meeting of Stockholders and until his successor is duly elected
and qualified:
| For | Withhold | Broker Non-Votes | ||||||||||
|
Daniel Spiegelman |
33,935,700 | 3,307,323 | 7,167,046 | |||||||||
|
Scott Myers |
33,993,557 | 3,249,466 | 7,167,046 |
to the foregoing votes, the nominees listed above were elected as
ClassI directors to serve on the Companys board of directors.
(2) Approval of an amendment to the Companys 2016 Equity
Incentive Plan to increase the total shares of common stock
available for issuance under the Companys 2016 Equity Incentive
Plan from 1,200,905 to 7,900,905:
|
For |
Against |
Abstain |
BrokerNon- votes |
|||
|
33,420,378 |
3,779,158 | 43,487 | 7,167,046 |
to the foregoing votes, this matter was approved.
(3) Approval, by a non-binding advisory vote, of a resolution
approving the compensation paid by the Company to its named
executive officers:
|
For |
Against |
Abstain |
Broker Non- votes |
|||
|
33,712,363 |
3,475,713 | 54,947 | 7,167,046 |
to the foregoing votes, this matter was approved.
(4) Indication, by a non-binding advisory vote, of the preferred
frequency of futurenon-bindingadvisory
votes to approve the compensation paid by the Company to its
named executive officers:
| Votes | ||
|
One Year |
36,012,012 | |
|
Two Years |
644,717 | |
|
Three Years |
540,749 | |
|
Abstain |
45,545 | |
|
Broker Non-Votes |
7,167,046 |
to the foregoing
votes, a frequency of every year was indicated as the preferred
frequency. Consistent with the recommendation of the Companys
Board of Directors and the outcome of the stockholder vote
regarding this proposal, the Companys Board of Directors
determined to hold an annual advisory vote to approve the
compensation paid by the Company to its named executive
officers.
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(5) Approval of an
amendment to the Companys certificate of incorporation to
increase its authorized shares of common stock from 66,666,667 to
130,000,000:
|
For |
Against |
Abstain |
BrokerNon- votes |
|||
|
38,111,073 |
6,278,568 | 20,428 |
to the foregoing
votes, this matter was approved.
(6) Ratification
of the appointment of Ernst Young LLP as the Companys independent
registered public accounting firm for the fiscal year ending
December31, 2017:
|
For |
Against |
Abstain |
BrokerNon- votes |
|||
|
41,204,604 |
3,165,134 | 40,331 |
to the foregoing
votes, the appointment of Ernst Young LLP as the Companys
independent registered public accounting firm for the fiscal year
ending December31, 2017 was ratified.
| Item9.01 | Financial Statements and Exhibits. |
|
Exhibit Number |
Exhibit Title or Description | |
| 3.1 |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cascadian Therapeutics, Inc. |
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About CASCADIAN THERAPEUTICS, INC. (NASDAQ:CASC)
Cascadian Therapeutics, Inc., formerly Oncothyreon Inc., is a clinical-stage biopharmaceutical company. The Company focuses on the development of therapeutic products for the treatment of cancer. The Company’s clinical-stage product candidate includes ONT-380, an orally active and selective small-molecule human epidermal growth factor receptor (HER) 2 inhibitor. The Company’s ONT-10 is a therapeutic vaccine targeting the Mucin 1 peptide antigen (MUC1). The Company is engaged in developing preclinical product candidates in oncology using its Checkpoint kinase 1 (Chk1) kinase inhibitor and protocell technology. The Company completed the evaluation of approximately two dosing cohorts in its Phase Ib trial of ONT-10 in combination with the anti-CD27 T-cell agonist antibody varlilumab in collaboration with other company. The Company has completed Phase I trial of ONT-380, with both dose-escalation and expansion components. The Company has initiated Phase Ib trials of ONT-380.
