UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 8, 2022
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||
(Registrant’s telephone number, including area code): (609 ) 486-2308
Not Applicable
(Former name or former address, if changed since last report)
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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 (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 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. x
Item 5.07 Submission of Matters to a Vote of Security Holders.
The following proposals were submitted to the shareholders at the 2022 Annual Meeting of Shareholders of LianBio (the “Company”), held on June 8, 2022 (the “Annual Meeting”):
(i) The election of two Class I directors, as nominated by the Board, each to serve a three-year term expiring at the 2025 annual meeting of shareholders of the Company and until his successor is duly elected and qualified, or until his earlier death, resignation or removal; and
(ii) The ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2022.
The proposals and applicable voting procedures are described in detail in the Company’s Revised Proxy Statement filed on April 28, 2022.
The number of ordinary shares entitled to vote at the Annual Meeting was 107,275,458. The number of ordinary shares present or represented by valid proxy at the Annual Meeting was 93,313,618, constituting a quorum for the transaction of the business of the Annual Meeting. All resolutions duly proposed in the notice of the Annual Meeting were approved at the Annual Meeting.
The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:
(a) The election by ordinary resolution of Class I Directors.
| Director Nominee | Votes For | Votes Against | Abstained | |||||||||||||||||
| Tassos Gianakakos | 89,412,158 | 502,057 | 3,399,403 | |||||||||||||||||
| Neil Kumar | 83,460,880 | 6,453,135 | 3,399,603 | |||||||||||||||||
There were no broker non-votes regarding this proposal.
(b) The ratification by ordinary resolution of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
Shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The results of the voting included 89,906,342 votes for, 11,223 votes against and 3,396,053 votes abstained. There were no broker non-votes regarding this proposal.
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.
| LIANBIO | |||||
| By: | /s/ Yizhe Wang | ||||
| Yizhe Wang | |||||
| Chief Executive Officer | |||||
Date: June 10, 2022