Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At the 2024 Annual Meeting of Stockholders held on May 1, 2024 (the “Annual Meeting”), the stockholders of GlycoMimetics, Inc. (the “Company”) approved (i) an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Restated Certificate”) to increase the authorized number of shares of the Company’s common stock from 100,000,000 to 150,000,000 shares and (ii) an amendment to the Restated Certificate to include a provision eliminating or limiting monetary liability for specified corporate officers for breach of fiduciary duty in certain actions as permitted by the General Corporation Law of the State of Delaware. The increase in the authorized number of shares of the Company’s common stock and the addition of the officer exculpation provision were effected pursuant to Certificates of Amendment of the Amended and Restated Certificate of Incorporation (the “Certificates of Amendment”) filed with the Secretary of State of the State of Delaware on May 1, 2024 and were effective as of such date.
The foregoing description is qualified in its entirety by the Certificates of Amendment, which are attached as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting held on May 1, 2024, the stockholders of the Company considered five proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2024 (the “Proxy Statement”). Of the 64,450,385 shares outstanding as of the record date, 50,481,107 shares, or 78.3%, were present or represented by proxy at the Annual Meeting.
The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of votes withheld, abstentions and broker non-votes with respect to each such matter.
Proposal No. 1: Stockholders elected two nominees to serve as directors until the 2027 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:
| | | | |
Name | | Votes For | | Votes Withheld |
Daniel Junius | | 34,583,868 | | 2,665,886 |
Rachel King | | 37,007,330 | | 242,424 |
Broker Non-Votes: 13,231,353
Proposal No. 2: Stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2024. The votes were cast as follows:
| | | | | |
| Votes For | | Votes Against | | Abstentions |
Ratification of appointment of Ernst & Young LLP | 50,319,444 | | 40,448 | | 121,215 |
Proposal No. 3: Stockholders approved, on an advisory basis, the executive compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The votes were cast as follows:
| | | | | |
| Votes For | | Votes Against | | Abstentions |
Approval, on an advisory basis, of the executive compensation of the named executive officers. | 35,292,808 | | 1,881,276 | | 75,670 |
Broker Non-Votes: 13,231,353
