8-K 1 d223910d8k.htm 8-K 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 9, 2020




(Exact name of registrant as specified in its charter)




Delaware   001-39267   84-462-0206

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

3940 Trust Way, Hayward, California   94545
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (510) 780-0819

(Former Name or Former Address, if Changed Since Last Report): Not Applicable



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:


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())


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





Name of each exchange

on which registered

Common Stock, par value $0.0001   BNTC   The Nasdaq Capital Market

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As disclosed in Item 5.07 below, on December 9, 2020, Benitec Biopharma Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). At the 2020 Annual Meeting, the Company’s stockholders approved the Company’s 2020 Equity and Incentive Compensation Plan (the “Plan”), which was unanimously approved by the Company’s board of directors on October 21, 2020. A description of the terms of the Plan can be found in Proposal 2 – Approval of the 2020 Equity and Incentive Compensation Plan in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 22, 2020 and incorporated herein by reference. Such summary is qualified in its entirety by reference to the terms of the Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference into this Item 5.02.


Item 5.07

Submission of Matters to a Vote of Security Holders.

The 2020 Annual Meeting was held virtually on December 9, 2020. A total of 2,580,345 shares of the Company’s common stock were present or represented by proxy at the 2020 Annual Meeting, representing 58.57% of the issued and outstanding shares entitled to vote at the meeting. The proposals voted upon and the final results of the vote were as follows:

Proposal 1 – Election of Director for a Term of Three Years. The results were as follows:


Director Nominee

   For    Withhold    Broker Non-Votes

Edward Smith

   1,589,707    25,922    964,716

Proposal 2 – Approval of the 2020 Equity and Incentive Compensation Plan. The results were was follows:








Broker Non-Vote


  51,659   1,872   964,716

Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm. The results were as follows:








  7,548   5,732


Item 9.01

Financial Statements and Exhibits.








10.1    Benitec Biopharma Inc. 2020 Equity and Incentive Compensation Plan


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, thereunto duly authorized.


Date: December 14, 2020     By:  

/s/ Jerel A. Banks

    Name:   Jerel A. Banks
    Title:   Chief Executive Officer