Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 5, 2019


(Exact name of registrant as specified in its charter)


Delaware   001-38459   46-5543980
(State or other jurisdiction of
  (Commission File Number)   (I.R.S. Employer
Identification No.)


50 Hampshire Street, 8th Floor
Cambridge, MA
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (617) 714-4096

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class


Trading Symbol(s)


Name of each exchange on which

Common stock, $0.0001 par value per share    SURF    Nasdaq Global Market

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 Company held its previously announced Annual Meeting of Stockholders (the “Annual Meeting”) on June 5, 2019, at which a quorum was present. As of April 8, 2019, the record date for the Annual Meeting, there were 27,833,410 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 19, 2019: (i) to elect J. Jeffrey Goater and David S. Grayzel, M.D. as Class I directors of the Company each to serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2022 and until their successors have been elected and qualified (“Proposal 1”) and (ii) to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 (“Proposal 2”).

The Company’s stockholders approved the Class I director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for the Class I directors as follows:


Class I Director Nominee

   For      Withhold      Broker Non-Votes  

J. Jeffrey Goater

     23,206,976        1,509,682        2,402,726  

David S. Grayzel, M.D.

     20,936,210        3,780,448        2,402,726  

The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:







26,649,613   17,704   452,067

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.




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 7, 2019     SURFACE ONCOLOGY, INC.
    By:   /s/ J. Jeffrey Goater

J. Jeffrey Goater

President and Chief Executive Officer