SPRING BANK PHARMACEUTICALS, INC. (NASDAQ:SBPH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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SPRING BANK PHARMACEUTICALS, INC. (NASDAQ:SBPH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.07Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 18, 2018, Spring Bank Pharmaceuticals, Inc. (“Spring Bank”) held its 2018 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholdersapproved Spring Bank’s Amended and Restated 2015 Stock Incentive Plan (the “Amended Plan”). The Amended Plan was previously adopted by the Board of Directors of Spring Bank on March 9, 2018, subject to stockholder approval, and became effective upon the receipt of stockholder approval at the Annual Meeting.

A description of the terms and conditions of the Amended Plan is set forth in Spring Bank’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2018 (the “Proxy Statement”) under the heading “Proposal No. 2: Approval of the Company’s Amended and Restated 2015 Stock Incentive Plan” and incorporated herein by reference. Such description is qualified in its entirety by reference to the actual terms of the Amended Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the stockholders: (1)elected each of Todd Brady, M.D., Ph.D. and Martin Driscoll to Spring Bank’s Board of Directors as Class III directors each to sever for a three-year term expiring at the 2021 annual meeting of stockholders (“Election of Directors”); (2)approved the Amended Plan (the “Amended Plan Approval”); and (3)ratified the appointment of RSM US LLP as Spring Bank’s independent registered public accounting firm for the fiscal year ending December31, 2018 (“Auditor Ratification”). A more complete description of each of these matters is set forth in the Proxy Statement.

The number of votes cast in favor or against or withheld by the stockholders and, where applicable, the number of abstentions and the number of broker nonvotes on each of the foregoing matters are set forth below.

1. Election of Directors

Nominee

Shares Voted For

Shares Voted to Withhold Authority

Broker Nonvotes

Todd Brady, M.D., Ph.D.

5,411,899

938,086

3,535,023

Martin Driscoll

5,970,954

379,031

3,535,023

2. Amended Plan Approval

Shares Voted For

Shares Voted Against

Shares Abstaining

Broker Nonvotes

4,592,434

925,304

832,247

3,535,023

3. Auditor Ratification

Shares Voted For

Shares Voted Against

Shares Abstaining

Broker Nonvotes

9,031,063

16,194

837,751

Item 5.07Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

10.1Spring Bank Pharmaceuticals, Inc. Amended and Restated 2015 Stock Incentive Plan


Spring Bank Pharmaceuticals, Inc. Exhibit
EX-10.1 2 sbph-ex101_6.htm EX-10.1 AMENDED AND RESTATED 2015 STOCK INCENTIVE PLAN sbph-ex101_6.htm   Exhibit 10.1 SPRING BANK PHARMACEUTICALS,…
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About SPRING BANK PHARMACEUTICALS, INC. (NASDAQ:SBPH)

Spring Bank Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in the discovery and development of a class of therapeutics using its small molecule nucleic acid hybrid (SMNH) chemistry platform. The Company is developing its SMNH product, SB 9200, for the treatment of viral diseases. The Company’s SB 9200 selectively activates within infected cells the cellular proteins retinoic acid-inducible gene 1 (RIG-I) and nucleotide-binding oligomerization domain-containing protein 2 (NOD2) to inhibit viral replication and to cause the induction of intracellular interferon signaling pathways for antiviral defense. It also focuses on the use of SB 9200 in other viral diseases, including respiratory syncytial virus (RSV), human immunodeficiency virus (HIV), and latency and hepatitis delta virus (HDV), conducting preclinical research of additional SMNH product candidates or compounds as antiviral therapies and conducting early-stage research programs.