--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-060882" form_type: "8-K" ticker: null cik: "0001651407" company_name: "Checkpoint Therapeutics, Inc." filed_at: "2024-05-14T23:59:59+00:00" generated_at: "2026-06-02T00:56:20.487060+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Checkpoint Therapeutics stockholders approve doubling authorized shares to 175M and expanding equity incentive plan ## Summary - Stockholders approved increasing authorized common stock from 80M to 175M shares (95M increase). - Amended 2015 Incentive Plan: shares reserved for issuance increased from 6M to 18M (12M increase). - All seven director nominees elected with >95% support; KPMG ratified as auditor for FY2024. - Advisory vote on executive compensation approved with 95% of votes cast in favor; three-year frequency approved. - 79.4% of outstanding votes represented, establishing a quorum. ## SEC filing metadata - accession: 0001104659-24-060882 - form_type: 8-K - cik: 0001651407 - company_name: Checkpoint Therapeutics, Inc. - filed_at: 2024-05-14T23:59:59+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/1651407/000110465924060882/0001104659-24-060882-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1651407/000110465924060882/tm2414353d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-060882 - JSON: https://secwatch.observer/filing/0001104659-24-060882.json - Plain text: https://secwatch.observer/filing/0001104659-24-060882.txt ## Key facts - Governance Changes Checkpoint Therapeutics, Inc.: Increased authorized shares of common stock from 80,000,000 to 175,000,000, approved by stockholders on May 13, 2024 and filed with Delaware Secretary of State on same day (effective 2024-05-13). - Change: charter amendment - Effective: 2024-05-13 source text: On May 13, 2024, the stockholders of the Company voted at the 2024 Annual Meeting to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of common stock authorized for issuance by 95,000,000 shares, bringing the total number of authorized shares of common stock to 175,000,000 shares evidence_url: https://www.sec.gov/Archives/edgar/data/1651407/000110465924060882/0001104659-24-060882-index.htm - Shareholder Votes Checkpoint Therapeutics, Inc. shareholders approved Advisory vote to approve the compensation of the Company's named executive officers at the 2024-05-13 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-05-13 source text: Proposal 5 The votes with respect to the advisory vote to approve the compensation of the Company’s named executive officers were as follows: Total Votes For Total Votes Against Abstentions Broker Non-Votes 45,656,956 2,179,041 163,260 10,316,026 evidence_url: https://www.sec.gov/Archives/edgar/data/1651407/000110465924060882/0001104659-24-060882-index.htm - Shareholder Votes Checkpoint Therapeutics, Inc. shareholders approved Advisory vote on the frequency of the advisory vote on the compensation of the Company's named executive officers at the 2024-05-13 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2024-05-13 source text: Proposal 6 The votes with respect to the advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers were as follows: 3 Years 2 Years 1 Year Abstentions Broker Non-Votes 43,936,821 129,643 3,687,579 245,214 - evidence_url: https://www.sec.gov/Archives/edgar/data/1651407/000110465924060882/0001104659-24-060882-index.htm - Shareholder Votes Checkpoint Therapeutics, Inc. shareholders approved Election of seven directors to hold office until the 2025 annual meeting at the 2024-05-13 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-13 source text: ere approved: (i) the election of seven directors to hold office until the 2025 annual meeting; (ii) the ratification of the evidence_url: https://www.sec.gov/Archives/edgar/data/1651407/000110465924060882/0001104659-24-060882-index.htm - Shareholder Votes Checkpoint Therapeutics, Inc. shareholders approved Amendment to the Company's Amended and Restated Certificate of Incorporation to increase the Company's authorized shares of common stock by 95,000,000 shares from 80,000,000 to 175,000,000 shares at the 2024-05-13 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-05-13 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 95,000,000 shares from 80,000,000 to 175,000,000 shares were as follows: Total Votes For Total Votes Against Abstentions Broker Non-Votes 51,025,382 6,942,877 347,024 - evidence_url: https://www.sec.gov/Archives/edgar/data/1651407/000110465924060882/0001104659-24-060882-index.htm - Shareholder Votes Checkpoint Therapeutics, Inc. shareholders approved Amendment to the Company's Amended and Restated 2015 Incentive Plan to increase the shares of common stock available for issuance thereunder by 12,000,000 shares from 6,000,000 to 18,000,000 shares at the 2024-05-13 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2024-05-13 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 12,000,000 shares from 6,000,000 to 18,000,000 shares were as follows: Total Votes For Total Votes Against Abstentions Broker Non-Votes 44,020,881 3,918,197 60,179 10,316,026 evidence_url: https://www.sec.gov/Archives/edgar/data/1651407/000110465924060882/0001104659-24-060882-index.htm - Shareholder Votes Checkpoint Therapeutics, Inc. shareholders approved Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024 at the 2024-05-13 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-05-13 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, 2024 were as follows: Total Votes For Total Votes Against Abstentions Broker Non-Votes 57,413,375 486,058 415,850 - evidence_url: https://www.sec.gov/Archives/edgar/data/1651407/000110465924060882/0001104659-24-060882-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.