Toggle SGML Header (+)


Section 1: 8-K (FORM 8-K)

  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): June 13, 2018

  

Checkpoint Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

(State or Other Jurisdiction

of Incorporation)

001-38128

(Commission File Number)

47-2568632

(IRS Employer Identification No.)

 

2 Gansevoort Street, 9th Floor
New York, New York 10014

(Address of Principal Executive Offices)

 

(781) 652-4500

(Registrant's telephone number, including area code)

  

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.
  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
  ¨ Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act.
  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

 

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). x

  

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.

 

Checkpoint Therapeutics, Inc. (the “Company” or “Checkpoint”) held its annual meeting of stockholders on June 13, 2018 at the offices of its legal counsel, Alston & Bird LLP, 90 Park Avenue, New York, New York 10016 at 10:00 a.m. Eastern Time. Stockholders representing 29,620,098, or 92.51%, of the 32,015,088 shares entitled to vote were represented in person or by proxy constituting a quorum. At the annual meeting, the following three proposals were approved: the election of five directors to hold office until the 2019 annual meeting, the ratification of the appointment of BDO USA, LLP as Checkpoint’s independent registered public accounting firm for the year ending December 31, 2018, and an amendment to Checkpoint’s Amended and Restated Certificate of Incorporation. The three proposals are described in detail in Checkpoint’s definitive proxy statement dated April 30, 2018 for the annual meeting.

 

Proposal 1

 

The votes with respect to the election of five directors to hold office until the 2019 annual meeting were as follows:

 

Shares For Against Withheld Broker Non-Votes
Common 7,521,320 0 134,825 14,963,953
Class A 7,000,000 0 0 0

 

Director For % Voted For Withheld % Voted Withheld
Michael S. Weiss 14,448,356 98.58% 207,789 1.42%
Scott Boilen 14,516,320 99.05% 139,825 0.95%
Neil Herskowitz 14,468,320 98.72% 187,825 1.28%
Lindsay A. Rosenwald, MD 14,447,356 98.58% 208,789 1.42%
Barry Salzman 14,467,320 98.71% 188,825 1.29%

 

Proposal 2

 

The vote with respect to the ratification of BDO USA, LLP as Checkpoint’s independent registered accounting firm for the year ending December 31, 2018 was as follows:

 

Shares Total Votes For Total Votes Against Abstentions Broker Non-Votes
Common 22,411,864 120,976 87,258 0
Class A 7,000,000 0 0 0

 

 

 

 

Proposal 3

 

The vote with respect to the approval of an amendment to Checkpoint’s Amended and Restated Certificate of Incorporation was as follows:

 

Shares Total Votes For Total Votes Against Abstentions Broker Non-Votes
Common 19,182,571 3,148,409 289,118 0
Class A 7,000,000 0 0 0

 

 

 

 

SIGNATURES

 

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.

 

 

  CHECKPOINT THERAPEUTICS, INC.
  (Registrant)
     
     
Date:  June 14, 2018 By:   /s/ James F. Oliviero
  Name:   James F. Oliviero
  Title:    President and Chief Executive Officer

  

 

 

 

 

(Back To Top)