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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 29, 2024

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

N/A

(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(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 5.07 Submission of Matters to a Vote of Security Holders

Coherus BioSciences, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on May 29, 2024 virtually via the Internet. At the close of business on April 9, 2024, the record date, there were 113,498,415 shares of the Company’s common stock outstanding with each such share being entitled to one vote per share.

At the Annual Meeting, 80,526,896 shares of the Company’s common stock were voted in person or by proxy for the four 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 15, 2024.

Proposal 1. The Company’s stockholders elected by a majority of votes cast each of the Class I director nominees below, Lee N. Newcomer, MD, Charles W. Newton and Kimberly J. Tzoumakas, to the Board to hold office until the 2027 annual meeting of stockholders or until their successors are elected.

BROKER

NOMINEE

FOR

WITHHELD

NON-

VOTES

Lee N. Newcomer, MD

48,281,843

10,274,659

21,970,394

Charles W. Newton

47,197,934

11,358,568

21,970,394

Kimberly J. Tzoumakas

46,098,866

12,457,636

21,970,394

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, 2024.

BROKER

FOR

AGAINST

ABSTAIN

NON-VOTES

79,827,737

551,990

147,169

0

Proposal 3. The Company’s stockholders approved a non-binding, advisory resolution to approve the compensation of the Company’s named executive officers (a “Say-on-Pay” vote).

BROKER

FOR

AGAINST

ABSTAIN

NON-VOTES

40,280,182

16,457,046

1,819,274

21,970,394

Proposal 4. The Company’s stockholders approved the amendment and restatement of the Company’s 2014 Equity Incentive Award Plan.

BROKER

FOR

AGAINST

ABSTAIN

NON-VOTES

37,628,123

18,905,881

2,022,498

21,970,394

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: June 4, 2024

    

COHERUS BIOSCIENCES, INC.

By:

/s/ Dennis M. Lanfear

Name:

Dennis M. Lanfear

Title:

Chief Executive Officer