UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
June 21, 2018
Date of Report (Date of earliest event reported)
Tocagen Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38052 | 26-1243872 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 3030 Bunker Hill Street, Suite 230 San Diego, California |
92109 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (858) 412-8400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 21, 2018, Tocagen Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 23, 2018, the record date for the Annual Meeting, 19,912,143 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.
A total of 15,462,400 shares of the Company’s common stock were present at the meeting in person or by proxy, which represents approximately 77.7% of the shares of common stock outstanding as of the record date for the Annual Meeting.
Proposal 1. Election of Directors.
The Company’s stockholders elected the three persons listed below as Class I Directors, each to serve until the Company’s 2021 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The final voting results are as follows:
| Name |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Thomas E. Darcy |
8,440,351 | 864,101 | 6,157,948 | |||||||||
| Harry E. Gruber, M.D. |
8,416,328 | 888,124 | 6,157,948 | |||||||||
| Paul Schimmel, Ph.D. |
5,628,287 | 3,676,165 | 6,157,948 | |||||||||
Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm.
The Company’s stockholders ratified the selection of Ernst & Young LLP by the Audit Committee of the Company’s Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. The final voting results are as follows:
| Votes For |
Votes Against |
Abstention |
Broker Non-Votes | |||
| 14,396,230 |
558,772 | 507,398 | 0 |
SIGNATURES
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.
| Tocagen Inc. | ||||||
| Dated: June 22, 2018 | By: | /s/ Mark Foletta | ||||
| Mark Foletta | ||||||
| Executive Vice President, Chief Financial Officer | ||||||