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

Date of Report (Date of earliest event reported): June 10, 2021

Infinity Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)



Delaware
000-31141
33-0655706
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

1100 Massachusetts Avenue, Floor 4, Cambridge, MA
 
02138
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (617) 453-1000

Not applicable
(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:

          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
 
Name of Each Exchange on Which Registered
Common Stock, $0.001 par value
 
INFI
 
Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.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.

At the annual meeting of stockholders of Infinity Pharmaceuticals, Inc. (the “Company”) held on June 10, 2021, stockholders voted on the following four matters:

1.
The following six nominees were elected to the Company’s Board of Directors to serve one-year terms expiring at the 2022 annual meeting of stockholders:

 
Votes For
 
Votes Against
 
Votes Abstaining
 
Broker Non-Votes
Samuel Agresta, M.D., M.P.H.
37,447,678
 
773,248
 
108,550
 
19,252,182
David Beier, J.D.
36,956,264
 
1,259,947
 
113,265
 
19,252,182
Anthony B. Evnin, Ph.D.
37,135,461
 
1,092,308
 
101,707
 
19,252,182
Richard Gaynor, M.D.
37,467,795
 
755,635
 
106,046
 
19,252,182
Adelene Q. Perkins
37,484,873
 
737,638
 
106,965
 
19,252,182
Norman C. Selby
37,419,473
 
808,734
 
101,269
 
19,252,182

2.
A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.

Votes For
 
Votes Against
 
Votes Abstaining
 
Broker Non-Votes
37,055,525
 
1,072,093
 
201,858
 
19,252,182

3.
A proposal to amend the Company's 2013 Employee Stock Purchase Plan (the “ESPP”), to increase the number of shares of common stock, $0.001 par value per share, available for issuance under the ESPP by an additional 550,000 shares to 1,150,000 shares, was approved.

Votes For
 
Votes Against
 
Votes Abstaining
 
Broker Non-Votes
37,163,724
 
1,001,974
 
163,778
 
19,252,182

4.
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the current fiscal year ending December 31, 2021 was ratified.

Votes For
 
Votes Against
 
Votes Abstaining
 
56,406,212
 
948,077
 
227,369
 


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.

 
INFINITY PHARMACEUTICALS, INC.
Date: June 11, 2021
By:
/s/ Seth A. Tasker
   
Seth A. Tasker
   
Chief Business Officer