UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:
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 (see General Instruction A.2. below):
| 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 |
Name of each exchange on which registered | ||
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. |
On June 9, 2023, Disc Medicine, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered and voted on the two proposals set forth below, each of which is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 20, 2023. The final voting results are set forth below.
Proposal 1 - Election of Class II and Class III Director Nominees
The stockholders of the Company elected Georges Gemayel, Ph.D., Mark Chin, MS, MBA, and Liam Ratcliffe, M.D., Ph.D. as Class II directors of the Company, for a two-year term ending at the annual meeting of stockholders to be held in 2025 and until their successors have been duly elected and qualified, or until their earlier death, resignation or removal. The results of the stockholders’ vote with respect to the election of the Class II directors were as follows:
| Name |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Georges Gemayel, Ph.D. |
13,073,343 | 16,929 | 980,030 | |||||||||
| Mark Chin, MS, MBA |
13,073,267 | 17,005 | 980,030 | |||||||||
| Liam Ratcliffe, M.D., Ph.D. |
13,081,593 | 8,679 | 980,030 | |||||||||
The stockholders of the Company elected Donald Nicholson, Ph.D., William White, MPP, J.D., and John Quisel, J.D., Ph.D. as Class III directors of the Company, for a three-year term ending at the annual meeting of stockholders to be held in 2026 and until their successors have been duly elected and qualified, or until their earlier death, resignation or removal. The results of the stockholders’ vote with respect to the election of the Class III directors were as follows:
| Name |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Donald Nicholson, Ph.D. |
13,033,283 | 56,989 | 980,030 | |||||||||
| William White, MPP, J.D. |
13,087,710 | 2,562 | 980,030 | |||||||||
| John Quisel, J.D., Ph.D. |
13,087,705 | 2,567 | 980,030 | |||||||||
Proposal 2 – Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm
The stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of the stockholders’ vote with respect to such ratification were as follows:
| Votes For |
Votes Against |
Abstain | ||
| 13,678,267 |
18,084 | 373,951 |
No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.
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.
| DISC MEDICINE, INC. | ||||||
| Date: June 9, 2023 | By: | /s/ John Quisel | ||||
| Name: | John Quisel, J.D., Ph.D. | |||||
| Title: | Chief Executive Officer | |||||