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

 

May 19, 2020

Date of Report (Date of earliest event reported)

 

MARKER THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-37939 45-4497941
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

3200 Southwest Freeway

Suite 2240

Houston, Texas

  77027
(Address of principal executive offices)   (Zip Code)

 

(713) 400-6400

Registrant’s telephone number, including area code

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

  Name of each exchange on which registered
Common Stock, par value $0.001 per share   MRKR   The Nasdaq Stock Market LLC

 

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 May 19, 2020, Marker Therapeutics, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). The stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2020.  Of the 46,532,522 shares outstanding as of the record date, 38,282,910 shares, or 82.3%, were present or represented by proxy at the Annual Meeting.  Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

 

Proposal No. 1:  Election of seven nominees to serve as directors until the 2021 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:

 

Name  Votes For   Votes Withheld 
David Eansor   26,664,902    253,697 
Steven Elms   26,772,270    146,329 
Peter Hoang   26,718,442    200,157 
David Laskow-Pooley   26,724,089    194,510 
Frederick Wasserman   26,657,185    261,414 
John Wilson   25,817,199    1,101,400 
Juan Vera   26,738,748    179,851 

 

Broker Non-Votes: 11,364,311.

 

All nominees were elected.

 

Proposal No. 2:  Approval, on an advisory basis, of the compensation of the Company’s named executive officers. The votes were cast as follows:

 

   Votes For   Votes Against   Abstained 
Advisory approval of named executive officer compensation   25,973,352    433,967    511,280 

 

Broker Non-Votes: 11,364,311.

 

Proposal No. 3: Ratification of the selection of Marcum LLP as independent registered public accounting firm for the fiscal year ending December 31, 2020. The votes were cast as follows:

 

   Votes For   Votes Against   Abstained 
Ratification of appointment of Marcum LLP   37,480,186    561,384    241,340 

 

Broker Non-Votes: 0.

 

Proposal No. 4: Approval of the Company’s 2020 Equity Incentive Plan. The votes were cast as follows:

 

   Votes For   Votes Against   Abstained 
Approval of 2020 Equity Incentive Plan   25,159,583    1,275,771    483,245 

 

Broker Non-Votes: 11,364,311.

  

 

 

 

SIGNATURES

 

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

 

       
  Marker Therapeutics, Inc.
     
Dated: May 21, 2020 By:   /s/ Anthony Kim
      Anthony Kim
      Chief Financial Officer