---
schema_version: "secwatch.filing_event.v1"
accession: "0001453687-23-000059"
form_type: "8-K"
ticker: "RNAC"
cik: "0001453687"
company_name: "Cartesian Therapeutics, Inc."
filed_at: "2023-06-16T23:59:59+00:00"
generated_at: "2026-06-13T22:31:33.137191+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Selecta Biosciences annual meeting: three directors elected; charter amendment to lower vote threshold fails

## Summary
- Stockholders elected Scott D. Myers, Timothy A. Springer, and Patrick Zenner as Class I directors for three-year terms.
- Advisory vote on executive compensation passed with approx. 91% of votes cast in favor (63.7M for, 5.1M against, 1.1M abstain).
- Proposal to amend certificate of incorporation to change bylaw amendment threshold from two-thirds to majority failed, receiving less than two-thirds of outstanding shares.
- Ratification of Ernst & Young as auditor for FY2023 was approved with overwhelming support.

## SEC filing metadata
- accession: 0001453687-23-000059
- form_type: 8-K
- ticker: RNAC
- cik: 0001453687
- company_name: Cartesian Therapeutics, Inc.
- filed_at: 2023-06-16T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1453687/000145368723000059/0001453687-23-000059-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1453687/000145368723000059/selb-20230616.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001453687-23-000059
- JSON: https://secwatch.observer/filing/0001453687-23-000059.json
- Plain text: https://secwatch.observer/filing/0001453687-23-000059.txt

## Key facts
- Shareholder Votes
  Cartesian Therapeutics, Inc. shareholders approved Election of three Class I Directors to serve until the 2026 Annual Meeting of Stockholders at the 2023-06-16 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-16
  source text: Proposal 1 - Election of three Class I Directors to serve until the 2026 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified. NOMINEE Votes FOR Votes WITHHELD Broker Non-Votes Scott D. Myers 57,117,703 12,779,024 32,494,233 Timothy A. Springer, Ph.D. 60,365,992 9,530,735 32,494,233 Patrick Zenner 59,798,777 10,097,950 32,494,233
  evidence_url: https://www.sec.gov/Archives/edgar/data/1453687/000145368723000059/0001453687-23-000059-index.htm
- Shareholder Votes
  Cartesian Therapeutics, Inc. shareholders approved Approval, on a non-binding and advisory basis, of a resolution approving the compensation of the Company's named executive officers at the 2023-06-16 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-16
  source text: Proposal 2 - Approval, on a non-binding and advisory basis, of a resolution approving the compensation of the Company's named executive officers. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 63,731,591 5,090,940 1,074,196 32,494,233
  evidence_url: https://www.sec.gov/Archives/edgar/data/1453687/000145368723000059/0001453687-23-000059-index.htm
- Shareholder Votes
  Cartesian Therapeutics, Inc. shareholders rejected Approval of an amendment to the Company's Restated Certificate of Incorporation to change the vote required for stockholders to approve an amendment to the bylaws from two-thirds to a majority at the 2023-06-16 meeting.
  - Proposal: charter amendment
  - Outcome: failed
  - Meeting: 2023-06-16
  source text: Proposal 3 - Approval of an amendment to the Company's Restated Certificate of Incorporation, as amended, to change the vote required for stockholders to approve an amendment to the Company's Amended and Restated Bylaws from two-thirds to a majority of the outstanding shares of capital stock of the Company entitled to vote thereon. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 67,852,901 1,742,501 301,325 32,494,233
  evidence_url: https://www.sec.gov/Archives/edgar/data/1453687/000145368723000059/0001453687-23-000059-index.htm
- Shareholder Votes
  Cartesian Therapeutics, Inc. shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 at the 2023-06-16 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-16
  source text: Proposal 4 - Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 101,433,021 923,103 34,836 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1453687/000145368723000059/0001453687-23-000059-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.