UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 24, 2015
HISTOGENICS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-36751 | 04-3522315 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
830 Winter Street, 3rd Floor
Waltham, Massachusetts 02451
(781) 547-7900
(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)
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) |
| ¨ | 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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2015 annual meeting of stockholders of Histogenics Corporation (the “Company”) held on June 24, 2015 (the “Annual Meeting”), the following proposals were submitted to the stockholders of the Company:
| Proposal 1: | The election of two directors to serve as Class I directors for a term of three years until the 2015 annual meeting of stockholders. | |
| Proposal 2: | The ratification of the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. | |
| Proposal 3: | The approval on an advisory non-binding basis of the compensation of the Company’s named executive officers. | |
For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2015 (the “Proxy Statement.”) Of the 13,220,012 shares of the Company’s common stock entitled to vote at the Annual Meeting, 12,018,872 shares, or approximately 90.91%, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below:
Proposal 1: Election of Directors.
The Company’s stockholders elected the following two directors to serve as Class II directors until the 2017 annual meeting of stockholders. The votes regarding the election of directors were as follows:
| Director |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Joshua Baltzell |
11,028,603 | 4,875 | 985,394 | |||
| Kevin Rakin |
11,028,603 | 4,875 | 985,394 |
Proposal 2: Ratification of Grant Thornton LLP.
The Company’s stockholders ratified the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. The votes regarding this proposal were as follows:
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 12,015,677 | 488 | 2,707 | 0 |
Proposal 3: Compensation of Officers.
The Company’s stockholders approved on an advisory non-binding basis the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement. The votes regarding this proposal were as follows:
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 11,018,670 | 14,308 | 500 | 985,394 |
SIGNATURE
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.
| HISTOGENICS CORPORATION | ||||||||
| Date: June 25, 2015 | By: | /s/ Adam Gridley | ||||||
| Adam Gridley President and Chief Executive Officer | ||||||||