Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 23, 2023
Summit Therapeutics Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
001-36866
37-1979717
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
2882 Sand Hill Road, Suite 106, Menlo Park, CA
94025
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (650)460-8308
Not applicable
(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 (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))
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, $0.01 par value per share
SMMT
The Nasdaq Stock Market LLC
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.
On May 23, 2023, Summit Therapeutics Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The following matters were submitted to a vote of the Company’s stockholders at the Annual Meeting: (i) the election of eight directors to serve until the Company’s 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (ii) the ratification of the appointment of PricewaterhouseCoopers LLP, United States as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and (iii) a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers.
Each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting was approved by the requisite vote of the Company’s stockholders in accordance with the recommendation of the Company’s Board of Directors. Set forth below is the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable:
Proposal 1
Election of Directors
Director Nominees
For
Withheld
Broker Non-Votes
Robert W. Duggan
602,091,126
82,492
24,127,917
Mahkam Zanganeh
602,109,288
64,330
24,127,917
Kenneth A. Clark
602,090,958
82,660
24,127,917
Robert Booth
602,090,089
83,529
24,127,917
Ujwala Mahatme
602,089,139
84,479
24,127,917
Manmeet S. Soni
602,035,379
138,239
24,127,917
Alessandra Cesano
602,081,213
92,405
24,127,917
Yu Xia
602,011,269
162,349
24,127,917
Proposal 2
For
Against
Abstain
Broker Non-Votes
Ratification of the appointment of PricewaterhouseCoopers LLP, United States
626,187,678
24,729
89,128
—
Proposal 3
For
Against
Abstain
Broker Non-Votes
Advisory vote on compensation of named executive officers
601,047,918
653,118
472,582
24,127,917
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.