NASDAQ false 0001205922 0001205922 2024-05-09 2024-05-09

 

 

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): May 9, 2024

 

 

Vaccinex, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38624   16-1603202
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

1895 Mount Hope Avenue, Rochester, New York   14620
(Address of principal executive offices)   (Zip Code)

(585) 271-2700

(Registrant’s telephone number, including area code)

(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 registered

Common Stock, par value $0.0001 per share   VCNX   Nasdaq Capital 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.

At the annual meeting of stockholders of Vaccinex, Inc. (the “Company”) held on May 9, 2024, the Company’s stockholders voted on the matters described below.

Proposal 1. The Company’s stockholders elected the following nominees as directors, each to serve for a three-year term expiring in 2027.

 

Director Nominee

  

Votes For

  

Authority Withheld

  

Broker Non-Votes

Jacob Frieberg

   425,443   124,843   133,507

Albert Friedberg

   425,131   124,155   133,507

Maurice Zauderer

   425,477   124,809   133,507

Proposal 2. The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

 

Votes For

  

Votes Against

  

Votes Abstained

  

Broker Non-Votes

521,607

   27,555   1,124   133,507

Proposal 3. The Company’s stockholders determined, on a non-binding advisory basis, that future advisory votes on the compensation of the Company’s named executive officers shall be held every year.

 

Votes For

1 Year

  

Votes For

2 Years

  

Votes For

3 Years

  

Votes Abstained

539,907

   1,950   7,045   1,384

Proposal 4. The Company’s stockholders approved the First Amendment to the Vaccinex, Inc. 2018 Omnibus Incentive Plan.

 

Votes For

  

Votes Against

  

Votes Abstained

  

Broker Non-Votes

403,835

   146,143   308   133,507

Proposal 5. The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

Votes For

  

Votes Against

  

Votes Abstained

674,404

   8,972   417

As indicated above, at the 2024 annual meeting, the Company’s stockholders voted, on an advisory basis, for “1 Year” as their preferred frequency for conducting future advisory votes on executive compensation. As a result of the voting preference of the Company’s stockholders on this proposal and a resolution of the Board of Directors to utilize the frequency that received the highest number of votes cast, the Company will conduct an advisory vote on the compensation of its named executive officers every year. The next required advisory vote on the frequency of future advisory votes on executive compensation will take place no later than the 2030 annual meeting of stockholders.

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.

 

      VACCINEX, INC.
Date: May 9, 2024    
    By:  

/s/ Jill Sanchez

      Jill Sanchez
      Chief Financial Officer
v3.24.1.u1
Document and Entity Information
May 09, 2024
Cover [Abstract]  
Security Exchange Name NASDAQ
Amendment Flag false
Entity Central Index Key 0001205922
Document Type 8-K
Document Period End Date May 09, 2024
Entity Registrant Name Vaccinex, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-38624
Entity Tax Identification Number 16-1603202
Entity Address, Address Line One 1895 Mount Hope Avenue
Entity Address, City or Town Rochester
Entity Address, State or Province NY
Entity Address, Postal Zip Code 14620
City Area Code (585)
Local Phone Number 271-2700
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.0001 per share
Trading Symbol VCNX
Entity Emerging Growth Company false
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