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EX-3.1 - EXHIBIT 3.1 - SANGAMO THERAPEUTICS, INCv375500_ex3-1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

 

Date of report (Date of earliest event reported): April 21, 2014

 

SANGAMO BIOSCIENCES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

000-30171 68-0359556
(Commission File Number) (IRS Employer Identification No.)

 

501 Canal Blvd Richmond, California 94804
(Address of Principal Executive Offices) (Zip Code)

  

(510) 970-6000

(Registrant’s Telephone Number, Including Area Code)

 

 

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

 

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

 

As reported below in Item 5.07, the stockholders of Sangamo BioSciences, Inc. (the “Company”) approved an amendment to the Company’s Certificate of Incorporation to increase the Company’s authorized number of shares of common stock from 80,000,000 shares to 160,000,000 shares (the “Charter Amendment”). The Company’s Board of Directors (the “Board”) unanimously approved the Charter Amendment, subject to approval by the Company’s stockholders.

 

The Charter Amendment became effective on April 22, 2014 upon filing of the Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of Delaware, a copy of which is filed as Exhibit 3.1 to this current report on Form 8-K and incorporated herein by reference. A summary of the Charter Amendment was included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 11, 2014.

 

Item 5.07.   Submission of Matters to a Vote of Security Holders.

 

The Company’s Annual Meeting was held on Monday, April 21, 2014 for the purposes of (i) electing seven directors to serve on the Board for a one-year term; (ii) approving the compensation of the Company's named executive officers, on an advisory basis, as described in the proxy statement for the Annual Meeting; (iii) approving an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 80,000,000 to 160,000,000 shares; and (iv) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. There were present at the meeting, in person or represented by proxy, the holders of 54,511,608 shares of common stock, constituting a quorum. Stockholders approved all four proposals. The final votes on the proposals were recorded as follows:

 

Proposal No. 1: Election of Directors

 

Each nominee for director listed in the proxy statement for the Annual Meeting was elected by the votes set forth in the table below:

 

Director Nominees Votes For Votes Withheld Broker Non-Votes
Edward O. Lanphier 35,836,551 110,268 18,564,789
Paul B. Cleveland 35,884,518 62,301 18,564,789
Stephen G. Dilly, M.B.B.S., Ph.D. 35,903,691 43,128 18,564,789
John W. Larson 35,847,971 98,848 18,564,789
Steven J. Mento, Ph.D. 35,825,148 121,671 18,564,789
Saira Ramasastry 35,807,035 139,784 18,564,789
William R. Ringo 35,870,186 76,633 18,564,789

 

 
 

 

 

Proposal No. 2: Approval of the Compensation of the Company's Named Executive Officers, on an Advisory Basis, as Described in the Proxy Statement for the Annual Meeting

 

Sangamo's executive compensation was approved by the votes set forth in the table below:

 

  Votes For Votes Against Abstentions

Broker

Non-Votes

Approval of Executive Compensation

 

29,337,422 6,453,606 155,791 18,564,789

  

Proposal No. 3: Approval of an Amendment to the Company's Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock from 80,000,000 shares to 160,000,000 shares

 

The Amendment to the Company's Certificate of Incorporation was approved by the votes set forth in the table below:

 

  Votes For Votes Against Abstentions

Broker

Non-Votes

Approval of the Amendment to the Company's Certificate of Incorporation 49,565,057 3,834,094 1,112,457 0

  

Proposal No. 4: Ratification of Appointment of Ernst & Young LLP

 

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014 was ratified by the votes set forth in the table below:

 

  Votes For Votes Against Abstentions

Broker

Non-Votes

Ratification of Appointment of Ernst & Young LLP 53,472,453 920,125 119,030 0

 

 

 
 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

SANGAMO BIOSCIENCES, INC.

(Registrant)

 

 

By: /s/ EDWARD O. LANPHIER II

Edward O. Lanphier II

President, Chief Executive Officer

 

Dated: April 22, 2014

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. 

 

Exhibit Description
3.1   Certificate of Amendment of Seventh Amended and Restated Certificate of Incorporation of Sangamo BioSciences, Inc.