Form 8-K
false 0001512762 0001512762 2021-05-21 2021-05-21

 

 

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): May 21, 2021

 

 

COHERUS BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36721   27-3615821

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

333 Twin Dolphin Drive, Suite 600

Redwood City, CA 94065

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (650) 649-3530

 

 

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(s)

 

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share   CHRS   The Nasdaq Global 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.

On May 22, 2021, V. Bryan Lawlis, Ph.D., resigned from the Board of Directors (the “Board”) of Coherus BioSciences, Inc. (the “Company”), effective immediately upon notice of his resignation. His resignation was not as a result of any disagreement with the Company or any matter relating to the Company’s operations, policies or practices.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Company held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on May 21, 2021 virtually via the internet. On March 26, 2021, the record date, there were 73,108,089 shares of the Company’s common stock outstanding with each such share being entitled to one vote per share.

At the Annual Meeting, 60,778,256 shares of the Company’s common stock were voted in person or by proxy for the two proposals set forth below, each of which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 9, 2021.

Proposal 1. The Company’s stockholders elected by a majority of votes cast two of the Class I director nominees below, Kimberly J. Tzoumakas and Alan C. Mendelson, to the Board to hold office until the 2024 Annual Meeting of Stockholders or until their successors are elected.

 

NOMINEE

   FOR      WITHHELD      BROKER
NON-
VOTES
 

V. Bryan Lawlis, Ph.D.

     24,858,425        30,190,459        5,729,372  

Kimberly J. Tzoumakas

     53,926,419        1,122,465        5,729,372  

Alan C. Mendelson

     49,727,753        5,321,131        5,729,372  

Proposal 2. The Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2021.

 

FOR

  

AGAINST

  

ABSTAIN

  

BROKER

NON-VOTE

60,619,946

   136,170    22,140    0


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.

 

Date: May 26, 2021     COHERUS BIOSCIENCES, INC.
    By:  

/s/ McDavid Stilwell

    Name:   McDavid Stilwell
    Title:   Chief Financial Officer