Business Context and Reporting Period
This Form 8-K reports the results of the 2021 Annual Meeting of Stockholders held by Capricor Therapeutics, Inc. on June 11, 2021. The meeting was conducted at the company's principal executive offices in Beverly Hills, California.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial statements. Consequently, there are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes and Voting Results
Stockholders representing 14,017,629 shares (approximately 61.5% of the 22,797,930 shares entitled to vote) participated in the meeting. The following proposals were voted upon:
- Proposal 1: Election of Directors. All six nominees (Frank Litvack, Linda Marbán, David B. Musket, George W. Dunbar, Jr., Louis Manzo, and Earl M. Collier, Jr.) were elected. Broker non-votes totaled 8,934,993 shares for each nominee.
- Proposal 2: Ratification of Auditors. The appointment of Rose, Snyder & Jacobs LLP as the independent registered public accounting firm was ratified with 13,430,452 votes FOR, 504,526 AGAINST, and 82,651 ABSTAIN.
- Proposal 3: Equity Incentive Plan. The adoption of the Capricor Therapeutics 2021 Equity Incentive Plan was approved with 2,856,004 votes FOR, 2,124,889 AGAINST, and 101,743 ABSTAIN. Notably, there were 8,934,993 broker non-votes on this proposal.
- Proposal 4: Executive Compensation. The non-binding advisory vote on named executive officer compensation was approved with 3,494,772 votes FOR, 1,470,318 AGAINST, and 117,546 ABSTAIN. There were 8,934,993 broker non-votes on this proposal.
Guidance, Outlook, and Risks
The filing does not provide management commentary, financial guidance, or outlook. It contains no discussion of risks, contingencies, or unusual items beyond the standard disclosure of voting results.
Investor Verification Checklist
- Verify the definitive proxy statement filed on April 20, 2021, for detailed descriptions of the director nominees and the 2021 Equity Incentive Plan.
- Note the significant number of broker non-votes (8,934,993 shares) on Proposals 3 and 4, indicating a large portion of shares held in street name were not voted on these specific matters.
- Confirm the ratification of Rose, Snyder & Jacobs LLP as the auditor for the fiscal year ending December 31, 2021.
- Review the company's most recent 10-K or 10-Q for financial performance data, as this 8-K contains no financial metrics.