SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 10, 2020
SURFACE ONCOLOGY, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|50 Hampshire Street, 8th Floor
|(Address of principal executive offices)||(Zip Code)|
Registrants telephone number, including area code: (617) 714-4096
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
Name of each exchange
on which registered
|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 10, 2020, at which a quorum was present. As of April 15, 2020, the record date for the Annual Meeting, there were 28,061,197 shares of the Companys common stock outstanding and entitled to vote at the Annual Meeting. The Companys stockholders voted on the following matters, which are described in detail in the Companys Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 22, 2020: (i) to elect Daniel S. Lynch and Armen B. Shanafelt, Ph.D. as Class II directors of the Company, each to serve for a three-year term expiring at the Companys annual meeting of stockholders in 2023 and until their successors have been elected and qualified (Proposal 1) and (ii) to ratify the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2020 (Proposal 2).
The Companys stockholders approved the Class II director nominees recommended for election in Proposal 1 at the Annual Meeting. The Companys stockholders voted for the Class II directors as follows:
Daniel S. Lynch
Armen B. Shanafelt, Ph.D.
The Companys stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:
No other matters were submitted to or voted on by the Companys 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 12, 2020||SURFACE ONCOLOGY, INC.|
|J. Jeffrey Goater|
|President and Chief Executive Officer|