GENOCEA BIOSCIENCES, INC. (NASDAQ:GNCA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Director; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 21, 2018, the board of directors of Genocea Biosciences, Inc. (the “Company”) designated Michael Alfieri as Principal Financial Officer and Principle Accounting Officer of the Company. Mr. Alfieri, age 53, has been Vice President of Finance of the Company since May 2018 and will retain this position. Before joining the Company, Mr. Alfieri served as Vice President of Finance of Radius Health, Inc. from January 2017 through May 2018, Corporate Controller of Merrimack Pharmaceuticals, Inc. from July 2014 through January 2017, and Executive Director of Finance and Corporate Controller at Anika Therapeutics, Inc. prior to that. Mr. Alfieri is not a party to any transaction with the Company that would require disclosure under Item 404(a) of the Securities and Exchange Commission Regulation S-K.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 21, 2018, the stockholders of the Company approved a proposed amendment to the Company’s amended and restated certificate of incorporation to increase the number of authorized shares of common stock from 175,000,000 to 250,000,000 shares. Subsequent to such approval, the Company filed, on June 23, 2018, with the Delaware Secretary of State a certificate of amendment to the amended and restated certificate of incorporation (the “Certificate of Amendment”), giving effect to the authorized share increase.A copy of the Certificate of Amendment 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 June21, 2018, 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 five proposals as follows: (i)to elect Mr. Kenneth Bate, Dr. Ali Behbahani and Dr. Howard Mayer as ClassI members of the board of directors to serve until the Company’s 2021 annual meeting of stockholders and until their successors are duly elected and qualified (“Proposal 1”), (ii) to approve the amendment to the amended and restated certificate of incorporation to increase the number of authorized shares of common stock from 175,000,000 to 250,000,000 shares (“Proposal 2”), (iii) to approve the Amended and Restated Genocea Biosciences, Inc. 2014 Equity Incentive Plan (“Proposal 3”), (iv) to approve an amendment to the Genocea Biosciences, Inc. 2014 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance thereunder by2,500,000shares and to increase the number of shares that may be purchased by a participant on any exercise date by18,000shares (“Proposal 4”), and (v)to ratify the selection of Ernst& Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018 (“Proposal 5”).

The Company’s stockholders approved Proposal 1. The votes cast at the Annual Meeting were as follows:

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: 62,202,788 shares voted for, 6,551,227 shares voted against and 6,012,608 shares abstained from voting. There were no broker non-votes with respect to Proposal 2.

The Company stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows: 44,135,057 shares voted for, 6,108,894 shares voted against and 5,085,400 shares abstained from voting. There were 19,437,272 broker non-votes with respect to Proposal 3.

The Company stockholders approved Proposal 4. The votes cast at the Annual Meeting were as follows: 49,432,193 shares voted for, 837,333 shares voted against and 5,059,825 shares abstained from voting. There were 19,437,272 broker non-votes with respect to Proposal 4.

The Company stockholders approved Proposal 5. The votes cast at the Annual Meeting were as follows: 67,916,412 shares voted for, 731,332 shares voted against and 6,118,879 shares abstained from voting. There were no broker non-votes with respect to Proposal 5.

Item 9.01. Financial Statements and Exhibits

GENOCEA BIOSCIENCES, INC. Exhibit
EX-3.1 2 gnca625188kex31.htm EXHIBIT 3.1 Exhibit CERTIFICATE OF AMENDMENTTO THERESTATED CERTIFICATE OF INCORPORATIONOFGENOCEA BIOSCIENCES,…
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About GENOCEA BIOSCIENCES, INC. (NASDAQ:GNCA)

Genocea Biosciences, Inc. is a biopharmaceutical company. The Company discovers and develops vaccines and immunotherapies. It uses its discovery platform, AnTigen Lead Acquisition System (ATLAS), to design vaccines and immunotherapies that act, in part, through T cell (or cellular) immune responses. The Company operates through business of developing and commercializing vaccines segment. It has one product candidate in Phase II clinical development: GEN-003, which is a therapeutic vaccine or immunotherapy for the treatment of genital herpes infections. It has pre-clinical development programs, which include GEN-001, which is indicated for the treatment of chlamydia prophylaxis, and GEN-002, which indicated for the treatment of genital herpes prophylaxis both of which are in pre-clinical stage of development. The Company’s pipeline also includes GEN-005, which is under malaria prophylaxis, Epstein-Barr virus and immuno-oncology programs in research stage of development.