UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) On June 10, 2021, Synlogic, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, a quorum of 32,080,269 shares of the Company’s common stock, or 78.53% of the outstanding shares of common stock entitled to vote as of the record date of April 13, 2021, were present at the meeting or represented by proxy.
(b) The following actions were taken at the Annual Meeting:
| 1. | The following nominees were reelected to serve on the Company’s board of directors (the “Board of Directors”) as Class III directors until the Company’s 2024 annual meeting of stockholders, based on the following votes: |
| Nominee |
Shares Voted For |
Shares Voted to Withhold Authority |
Broker Non-Vote |
|||||||||
| Nick Leschly |
19,704,969 | 2,520,607 | 0 | |||||||||
| Michael Burgess |
19,701,787 | 2,523,789 | 0 | |||||||||
After the Annual Meeting, Aoife Brennan, MB, BCh, BAO, MMSC, Patricia Hurter, Ph.D., and Richard P. Shea continued to serve as Class I Directors for terms that expire at the 2022 annual meeting and Peter Barrett, Edward Mathers, Michael Heffernan and Lisa Kelly-Croswell continued to serve as Class II Directors for terms that expire at the 2023 annual meeting. In addition, Chau Khuong served as a director of the Company until the end of his term, which concluded at the Annual Meeting. The Company thanks Mr. Khuong for his service and contributions to the Company.
2. The Company’s stockholders approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers, as disclosed in the Company’s 2021 proxy statement, based on the following votes:
| Shares Voted For |
Shares Voted Against |
Shares Abstaining |
Broker Non-Votes | |||
| 22,030,298 |
83,175 | 112,103 | 9,854,693 |
3. The Company’s stockholders approved, in a non-binding advisory vote, “One Year” for the frequency of future advisory votes on the compensation of the named executive officers, based on the following votes:
| One Year |
Two Years |
Three Years |
Abstain | |||
| 21,089,673 |
9,404 | 1,006,366 | 120,133 |
Based on the results of this vote, and consistent with the Board of Director’s recommendation, the Company intends to include an advisory stockholder vote to approve the compensation paid to its named executive officers every year until the next required vote on the frequency of stockholder votes on the compensation of named executive officers. The Company is required to hold a vote on frequency every six years.
4. The selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified, based on the following votes:
| Shares Voted For |
Shares Voted Against |
Shares Abstaining |
Broker Non-Votes | |||
| 32,005,624 |
40,430 | 34,215 | 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.
| SYNLOGIC, INC. | ||||||
| Date: June 11, 2021 | By: | /s/ Gregg Beloff | ||||
| Name: | Gregg Beloff | |||||
| Title: | Interim Chief Financial Officer | |||||