--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-070581" form_type: "8-K" ticker: null cik: "0001651407" company_name: "Checkpoint Therapeutics, Inc." filed_at: "2023-06-13T23:59:59+00:00" generated_at: "2026-06-14T02:07:13.890610+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Checkpoint Therapeutics shareholders approve 30M share increase and 3M plan expansion ## Summary - Stockholders voted to increase authorized common shares from 50M to 80M (30M increase) on June 12, 2023. - Amendment to 2015 Incentive Plan approved, increasing shares available from 3M to 6M. - Seven directors elected with >97% votes for each nominee; KPMG LLP ratified as auditor for FY2023. - Quorum of 81.98% (25.7M of 31.4M votes) represented at the annual meeting. ## SEC filing metadata - accession: 0001104659-23-070581 - form_type: 8-K - cik: 0001651407 - company_name: Checkpoint Therapeutics, Inc. - filed_at: 2023-06-13T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 5.02, 5.07, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1651407/000110465923070581/0001104659-23-070581-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1651407/000110465923070581/tm2318470d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-070581 - JSON: https://secwatch.observer/filing/0001104659-23-070581.json - Plain text: https://secwatch.observer/filing/0001104659-23-070581.txt ## Key facts - Governance Changes Checkpoint Therapeutics, Inc.: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to increase authorized common stock from 50,000,000 to 80,000,000 shares (effective 2023-06-12). - Change: charter amendment - Effective: 2023-06-12 source text: As described under Item 5.07 of this Current Report, on June 12, 2023, the stockholders of the Company voted at the 2023 Annual Meeting to approve an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of common stock authorized for issuance by 30,000,000 shares, bringing the total number of authorized shares of common stock to 80,000,000 shares (the “Amendment”). On June 12, 2023, following the 2023 Annual Meeting, the Company filed a certificate of amendment (the “Certificate”) giving effect to the Amendment with the Secretary of State of the State of Delaware. evidence_url: https://www.sec.gov/Archives/edgar/data/1651407/000110465923070581/0001104659-23-070581-index.htm - Shareholder Votes Checkpoint Therapeutics, Inc. shareholders approved Approval of an amendment to the Amended and Restated Certificate of Incorporation to increase authorized shares of common stock by 30,000,000 shares from 50,000,000 to 80,000,000 shares. at the 2023-06-12 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-12 source text: Proposal 3 The votes with respect to the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the Company’s authorized shares of common stock by 30,000,000 shares from 50,000,000 to 80,000,000 shares were as follows: Total Votes For Total Votes Against Abstentions Broker Non-Votes 23,701,570 1,952,172 82,983 - evidence_url: https://www.sec.gov/Archives/edgar/data/1651407/000110465923070581/0001104659-23-070581-index.htm - Shareholder Votes Checkpoint Therapeutics, Inc. shareholders approved Approval of an amendment to the Amended and Restated 2015 Incentive Plan to increase shares available for issuance by 3,000,000 shares from 3,000,000 to 6,000,000 shares. at the 2023-06-12 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-12 source text: Proposal 4 The votes with respect to the approval of an amendment to the Company’s Amended and Restated 2015 Incentive Plan to increase the shares of common stock available for issuance thereunder by 3,000,000 shares from 3,000,000 to 6,000,000 shares were as follows: Total Votes For Total Votes Against Abstentions Broker Non-Votes 19,415,164 1,092,366 70,681 5,158,514 evidence_url: https://www.sec.gov/Archives/edgar/data/1651407/000110465923070581/0001104659-23-070581-index.htm - Shareholder Votes Checkpoint Therapeutics, Inc. shareholders approved Election of seven directors to hold office until the 2024 annual meeting. at the 2023-06-12 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-12 source text: Proposal 1 The votes with respect to the election of seven directors to hold office until the 2024 annual meeting were as follows: Director For % Voted For Withheld % Voted Withheld Broker Non- Votes Michael S. Weiss 20,158,708 97.96% 419,503 2.04% 5,158,514 Christian Béchon 20,105,163 97.70% 473,048 2.30% 5,158,514 Scott Boilen 20,073,637 97.55% 504,574 2.45% 5,158,514 Neil Herskowitz 20,038,631 97.38% 539,580 2.62% 5,158,514 James F. Oliviero 20,087,496 97.62% 490,715 2.38% 5,158,514 Lindsay A. Rosenwald, M.D. 20,086,381 97.61% 491,830 2.39% 5,158,514 Barry Salzman 20,032,418 97.35% 545,793 2.65% 5,158,514 evidence_url: https://www.sec.gov/Archives/edgar/data/1651407/000110465923070581/0001104659-23-070581-index.htm - Shareholder Votes Checkpoint Therapeutics, Inc. shareholders approved Ratification of KPMG LLP as the independent registered accounting firm for the year ending December 31, 2023. at the 2023-06-12 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-12 source text: Proposal 2 The votes with respect to the ratification of KPMG LLP as the Company’s independent registered accounting firm for the year ending December 31, 2023 were as follows: Total Votes For Total Votes Against Abstentions Broker Non-Votes 25,262,214 156,852 317,659 - evidence_url: https://www.sec.gov/Archives/edgar/data/1651407/000110465923070581/0001104659-23-070581-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.