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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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) |
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| 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:
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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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 22, 2021, V. Bryan Lawlis, Ph.D., resigned from the Board of Directors (the “Board”) of Coherus BioSciences, Inc. (the “Company”), effective immediately upon notice of his resignation. His resignation was not as a result of any disagreement with the Company or any matter relating to the Company’s operations, policies or practices.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on May 21, 2021 virtually via the internet. On March 26, 2021, the record date, there were 73,108,089 shares of the Company’s common stock outstanding with each such share being entitled to one vote per share.
At the Annual Meeting, 60,778,256 shares of the Company’s common stock were voted in person or by proxy for the two proposals set forth below, each of which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 9, 2021.
Proposal 1. The Company’s stockholders elected by a majority of votes cast two of the Class I director nominees below, Kimberly J. Tzoumakas and Alan C. Mendelson, to the Board to hold office until the 2024 Annual Meeting of Stockholders or until their successors are elected.
| NOMINEE |
FOR | WITHHELD | BROKER NON- VOTES |
|||||||||
| V. Bryan Lawlis, Ph.D. |
24,858,425 | 30,190,459 | 5,729,372 | |||||||||
| Kimberly J. Tzoumakas |
53,926,419 | 1,122,465 | 5,729,372 | |||||||||
| Alan C. Mendelson |
49,727,753 | 5,321,131 | 5,729,372 | |||||||||
Proposal 2. The Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2021.
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE | |||
| 60,619,946 |
136,170 | 22,140 | 0 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 26, 2021 | COHERUS BIOSCIENCES, INC. | |||||
| By: | /s/ McDavid Stilwell | |||||
| Name: | McDavid Stilwell | |||||
| Title: | Chief Financial Officer | |||||
