8-K
filed June 9, 2023, 7:59 PM ET
CIK 0001442836
other material
confidence high
sentiment neutral
materiality 0.35
Mersana files amendment to eliminate supermajority; shareholders reject officer exculpation at annual meeting
Mersana Therapeutics, Inc.
- Amendment to eliminate supermajority voting requirement for capitalization changes filed and effective June 8, 2023.
- Stockholders approved capitalization supermajority elimination (Proposal 4): 85.3M for, 85,206 against.
- Officer exculpation amendment (Proposal 5) rejected: 68.9M for, 16.2M against.
- Advisory vote on exec compensation approved (65.7M for, 19.7M against); auditor ratification approved (88.4M for).
- Three Class III directors elected: Lawrence Alleva, David Mott, and Anna Protopapas.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Mersana Therapeutics, Inc.: Eliminated supermajority voting requirement for changes to Article IV of the Certificate of Incorporation (effective 2023-06-08).
- Change
- charter amendment
- Effective
- 2023-06-08
Exact text from the filing
On June 8, 2023, Mersana Therapeutics, Inc. (the "Company") filed with the Secretary of State of the State of Delaware an amendment (the "Amendment") to the Company's Fifth Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation") to eliminate the supermajority voting requirement applicable to changes to Article IV thereof. The Amendment became effective on June 8, 2023 upon filing with the Secretary of State of Delaware.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Mersana Therapeutics, Inc. shareholders approved Amendment to Certificate of Incorporation to eliminate supermajority voting requirement applicable to changes to Article IV at the 2023-06-08 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
Proposal 4 – Capitalization Supermajority Elimination Amendment The Company’s stockholders approved Proposal 4. The votes cast were as follows: For Against Abstain Broker Non-Votes 85,329,428 85,206 121,231 3,162,354
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Mersana Therapeutics, Inc. shareholders approved Election of Directors at the 2023-06-08 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
Proposal 1 - Election of Directors The Company’s stockholders elected the three persons listed below as Class III directors, each to serve until the Company’s 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The votes cast were as follows: Nominees For Against Abstain Broker Non-Votes Lawrence M. Alleva 65,003,908 20,432,157 99,800 3,162,354 David M. Mott 59,595,766 25,841,939 98,160 3,162,354 Anna Protopapas 84,637,194 802,325 96,346 3,162,354
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Mersana Therapeutics, Inc. shareholders rejected Amendment to Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation at the 2023-06-08 meeting.
- Proposal
- charter amendment
- Outcome
- failed
- Meeting
- 2023-06-08
Exact text from the filing
Proposal 5 – Officer Exculpation Amendment The Company’s stockholders did not approve Proposal 5. The votes cast were as follows: For Against Abstain Broker Non-Votes 68,905,230 16,218,366 412,269 3,162,354
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Mersana Therapeutics, Inc. shareholders approved Ratification of selection of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-06-08 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
Proposal 3 – Ratification of Selection of Independent Registered Public Accounting Firm The Company’s stockholders approved Proposal 3. The votes cast were as follows: For Against Abstain 88,443,489 141,896 112,834
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Mersana Therapeutics, Inc. shareholders approved Advisory vote on executive compensation at the 2023-06-08 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
Proposal 2 – Advisory Vote on Executive Compensation The Company’s stockholders approved Proposal 2. The votes cast were as follows: For Against Abstain Broker Non-Votes 65,694,662 19,740,414 100,789 3,162,354
View on SEC.gov
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