secwatch / observer
8-K filed June 9, 2023, 7:59 PM ET ticker GOSS CIK 0001728117
other material confidence high sentiment neutral materiality 0.25

Gossamer Bio shareholders approve officer liability amendment, re-elect directors at annual meeting

Gossamer Bio, Inc.

item 5.03item 5.07item 9.01

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

Gossamer Bio, Inc.: Amendment to certificate of incorporation to eliminate personal liability of officers for monetary damages for breach of fiduciary duty as an officer (effective 2023-06-08).

Change
charter amendment
Effective
2023-06-08
Exact text from the filing
On June 8, 2023, Gossamer Bio, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, as described below under Item 5.07, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, to eliminate the personal liability of the Company’s officers for monetary damages for breach of fiduciary duty as an officer, except to the extent such an exemption from liability or limitation thereof is not permitted by Delaware General Corporation Law (the “Amendment”). The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on June 8, 2023 (“Certificate of Amendment”).
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Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Gossamer Bio, Inc. shareholders approved Ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the 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
The ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. The selection was ratified by the votes indicated: For Against Abstain Broker Non-Votes 76,279,156 72,683 67,071 —
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Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Gossamer Bio, Inc. shareholders approved Approval, on an advisory basis, of the compensation of the Company's named executive officers. at the 2023-06-08 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2023-06-08
Exact text from the filing
The approval, on an advisory basis, of the compensation of the Company's named executive officers. The compensation of the named executive officers was approved, on an advisory basis, by the votes indicated: For Against Abstain Broker Non-Votes 38,901,355 19,975,931 87,316 17,454,308
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Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Gossamer Bio, Inc. shareholders approved Election of two directors to serve as Class II directors for a three-year term to expire at the 2026 annual meeting of stockholders. at the 2023-06-08 meeting.

Proposal
director election
Outcome
passed
Meeting
2023-06-08
Exact text from the filing
The election of two directors to serve as Class II directors for a three-year term to expire at the 2026 annual meeting of stockholders. The following two Class II directors were re-elected by the votes indicated: For Withheld Broker Non-Votes Faheem Hasnain 53,389,848 5,574,754 17,454,308 Russell Cox 42,130,560 16,834,042 17,454,308
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Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Gossamer Bio, Inc. shareholders approved Approval of an amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company. at the 2023-06-08 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-06-08
Exact text from the filing
The approval of an amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company by the votes indicated: For Against Abstain Broker Non-Votes 55,967,264 2,924,078 73,260 17,454,308
View on SEC.gov

11 governance changes filed in the last 30 days. Browse all governance changes →

Gossamer Bio, Inc. filing history →

Source: SEC EDGAR
accession 0001728117-23-000081
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