--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-23-020692" form_type: "8-K" ticker: "SGMO" cik: "0001001233" company_name: "SANGAMO THERAPEUTICS, INC" filed_at: "2023-06-02T23:59:59+00:00" generated_at: "2026-06-14T07:51:35.800521+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # Sangamo shareholders approve doubling authorized common stock to 640M and 10M share increase to equity plan ## Summary - Authorized common stock increased from 320M to 640M shares; filings made June 2, 2023. - 2018 Equity Incentive Plan amended to add 10M shares; max incentive stock options raised to 73.2M shares. - Amendment adopted to limit officer monetary liability for breach of fiduciary duty under Delaware law. - All nine director nominees elected; advisory Say-on-Pay approved with 87.4% of votes cast For. - Advisory vote on executive compensation frequency set to every year going forward. ## SEC filing metadata - accession: 0001628280-23-020692 - form_type: 8-K - ticker: SGMO - cik: 0001001233 - company_name: SANGAMO THERAPEUTICS, INC - filed_at: 2023-06-02T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1001233/000162828023020692/0001628280-23-020692-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1001233/000162828023020692/sgmo-20230601.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-23-020692 - JSON: https://secwatch.observer/filing/0001628280-23-020692.json - Plain text: https://secwatch.observer/filing/0001628280-23-020692.txt ## Key facts - Governance Changes SANGAMO THERAPEUTICS, INC: Increased authorized common stock from 320,000,000 to 640,000,000 shares (effective 2023-06-02). - Change: charter amendment - Effective: 2023-06-02 source text: an amendment to the Seventh Amended and Restated Certificate of Incorporation, as amended (the “Prior Restated Certificate”), to increase the total number of shares of common stock authorized for issuance from 320,000,000 shares to 640,000,000 shares (the “Common Increase Certificate”) evidence_url: https://www.sec.gov/Archives/edgar/data/1001233/000162828023020692/0001628280-23-020692-index.htm - Governance Changes SANGAMO THERAPEUTICS, INC: Added officer exculpation provision eliminating or limiting monetary liability for breach of fiduciary duty (effective 2023-06-02). - Change: charter amendment - Effective: 2023-06-02 source text: an amendment of the Prior Restated Certificate to provide for the elimination or limitation of monetary liability of officers of the Company for breach of fiduciary duty pursuant to and consistent with the DGCL (the “Officer Exculpation Certificate”) evidence_url: https://www.sec.gov/Archives/edgar/data/1001233/000162828023020692/0001628280-23-020692-index.htm - Shareholder Votes SANGAMO THERAPEUTICS, INC shareholders approved Approval of Amendment to Prior Restated Certificate to Increase Authorized Number of Shares of Common Stock. - Proposal: charter amendment - Outcome: passed source text: Proposal 5: Approval of Amendment to Prior Restated Certificate to Increase Authorized Number of Shares of Common Stock: For Against Abstain 129,592,706 10,609,160 1,346,754 evidence_url: https://www.sec.gov/Archives/edgar/data/1001233/000162828023020692/0001628280-23-020692-index.htm - Shareholder Votes SANGAMO THERAPEUTICS, INC shareholders approved Approval of the Amended 2018 Plan. - Proposal: equity plan - Outcome: passed source text: Proposal 4: Approval of the Amended 2018 Plan: For Against Abstain Broker Non-Votes 107,945,255 11,334,715 414,700 21,853,950 evidence_url: https://www.sec.gov/Archives/edgar/data/1001233/000162828023020692/0001628280-23-020692-index.htm - Shareholder Votes SANGAMO THERAPEUTICS, INC shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm. - Proposal: auditor ratification - Outcome: passed source text: Proposal 7: Ratification of Appointment of Independent Registered Public Accounting Firm: For Against Abstain 135,630,865 4,026,854 1,890,901 evidence_url: https://www.sec.gov/Archives/edgar/data/1001233/000162828023020692/0001628280-23-020692-index.htm - Shareholder Votes SANGAMO THERAPEUTICS, INC shareholders approved Approval, on an Advisory Basis, as to Whether the Advisory Stockholder Vote to Approve the Compensation of the Named Executive Officers Shall Occur Every Year, Once Every Two Years, or Once Every Three Years. - Proposal: say on pay frequency - Outcome: passed source text: Proposal 3: Approval, on an Advisory Basis, as to Whether the Advisory Stockholder Vote to Approve the Compensation of the Named Executive Officers Shall Occur Every Year, Once Every Two Years, or Once Every Three Years: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 114,444,618 586,929 3,759,057 904,066 21,853,950 evidence_url: https://www.sec.gov/Archives/edgar/data/1001233/000162828023020692/0001628280-23-020692-index.htm - Shareholder Votes SANGAMO THERAPEUTICS, INC shareholders approved Election of Directors. - Proposal: director election - Outcome: passed source text: Proposal 1: Election of Directors: Each of the nominees for director listed in the Proxy Statement was elected by the votes set forth below: Name of Director For Against Abstain Broker Non-Votes Courtney Beers, Ph.D. 114,201,883 4,832,832 659,955 21,853,950 Robert F. Carey 113,101,718 5,922,892 670,060 21,853,950 Kenneth J. Hillan, M.B. 103,446,058 15,594,941 653,671 21,853,950 Margaret A. Horn, J.D. 113,858,717 5,170,548 665,405 21,853,950 Alexander D. Macrae, M.B., Ch.B., Ph.D. 113,360,223 5,647,730 686,717 21,853,950 John H. Markels, Ph.D. 107,674,614 11,367,958 652,098 21,853,950 James R. Meyers 113,376,518 5,642,044 676,108 21,853,950 H. Stewart Parker 95,877,540 23,150,147 666,983 21,853,950 Karen L. Smith, M.D., Ph.D., M.B.A., L.L.M. 113,656,657 5,427,258 610,755 21,853,950 evidence_url: https://www.sec.gov/Archives/edgar/data/1001233/000162828023020692/0001628280-23-020692-index.htm - Shareholder Votes SANGAMO THERAPEUTICS, INC shareholders approved Approval of Amendment to Prior Restated Certificate to Reflect New Delaware Law Provisions Regarding Officer Exculpation. - Proposal: charter amendment - Outcome: passed source text: Proposal 6: Approval of Amendment to Prior Restated Certificate to Reflect New Delaware Law Provisions Regarding Officer Exculpation: For Against Abstain Broker Non-Votes 105,691,211 13,209,632 793,827 21,853,950 evidence_url: https://www.sec.gov/Archives/edgar/data/1001233/000162828023020692/0001628280-23-020692-index.htm - Shareholder Votes SANGAMO THERAPEUTICS, INC shareholders approved Approval, on an Advisory Basis, of the Compensation of the Named Executive Officers as Disclosed in the Proxy Statement. - Proposal: say on pay - Outcome: passed source text: Proposal 2: Approval, on an Advisory Basis, of the Compensation of the Named Executive Officers as Disclosed in the Proxy Statement: For Against Abstain Broker Non-Votes 104,650,679 14,402,362 641,629 21,853,950 evidence_url: https://www.sec.gov/Archives/edgar/data/1001233/000162828023020692/0001628280-23-020692-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.