Business Context and Reporting Period
This Form 8-K reports on the 2023 Annual Meeting of Stockholders held by Black Diamond Therapeutics, Inc. on May 16, 2023. The meeting was conducted in a virtual-only format via live webcast. As of the record date of March 20, 2023, there were 36,504,836 shares of Common Stock outstanding and entitled to vote.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial statements. Consequently, data regarding revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
Material Changes and Voting Results
Stockholders voted on two primary proposals. A quorum was established with 31,052,957 shares present or represented by proxy.
Proposal No. 1: Election of Directors
Three Class III director nominees were elected to serve until the 2026 annual meeting. The voting results were as follows:
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| David M. Epstein | 26,357,348 | 84,077 | 4,611,532 |
| Wendy L. Dixon | 19,131,310 | 7,310,115 | 4,611,532 |
| Kapil Dhingra | 20,012,773 | 6,428,652 | 4,611,532 |
Proposal No. 2: Ratification of Auditors
Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023. The results were:
- For: 31,012,770
- Against: 22,331
- Abstain: 17,856
Guidance, Outlook, and Risks
This filing does not contain management commentary, financial guidance, outlook, or specific risk factors. It strictly reports the final voting results of the Annual Meeting.
Key Facts for Investor Verification
- Verify the definitive proxy statement filed on April 4, 2023, for detailed biographies of the elected directors and the rationale for the auditor appointment.
- Note that Wendy L. Dixon and Kapil Dhingra received significant "Withheld" votes (approximately 38% and 32% of votes cast, respectively), which may warrant review of shareholder sentiment.
- Confirm the company's status as an emerging growth company, as indicated by the checkmark in the filing.
- Review the company's most recent 10-K or 10-Q for financial performance data, as this 8-K contains no financial metrics.