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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

 

June 6, 2023

Date of Report (Date of earliest event reported)

 

MARKER THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-37939 45-4497941
(State or other jurisdiction of
incorporation)		 (Commission File Number) (IRS Employer Identification No.)

 

4551 Kennedy Commerce Drive

Houston, Texas

   77032
(Address of principal executive offices)   (Zip Code)

 

(713) 400-6400

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 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, par value $0.001 per share   MRKR   The Nasdaq Stock Market LLC

 

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 6, 2023, Marker Therapeutics, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2023. Of the 8,798,829 shares outstanding as of the record date, 5,889,872 shares, or 66.94%, were present virtually or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

 

Proposal No. 1: Election of five nominees to serve as directors until the 2023 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:

 

 Name   Votes For     Votes
Withheld		  
David Eansor     2,488,644       208,131  
Steven Elms     2,500,415       196,360  
John Wilson     2,473,599       223,176  
Juan Vera     2,499,068       197,707  
Katharine Knobil     2,495,539       201,236  

 

Broker Non-Votes: 3,193,097.

 

All nominees were elected.

 

Proposal No. 2: Approval, on an advisory basis, of the compensation of the Company’s named executive officers. The votes were cast as follows:

 

    Votes For     Votes
Against		     Abstained  
Advisory approval of named executive officer compensation     2,347,263       321,791       27,721  

 

Broker Non-Votes: 3,193,097.

 

Proposal No. 3: Indication, on an advisory basis, of the preferred frequency of future shareholder advisory votes on the compensation of the Company’s named executive officers. The votes were cast as follows:

 

   One Year   Two Years   Three Years   Abstained 
Advisory indication of preferred frequency of future shareholder advisory votes on named executive officer compensation   2,535,976    25,098    102,082    33,619 

 

Broker Non-Votes: 3,193,097.

 

After taking into consideration the foregoing voting results and the Board of Directors’ prior recommendation in favor of an annual say on pay vote as set forth in the Company’s proxy statement for the Annual Meeting, and consistent with the shareholder voting results, the Board of Directors has determined that the say on pay vote will be conducted once every year, until the next shareholder vote on say on pay frequency.

 

Proposal No. 4: Ratification of the selection of Marcum LLP as independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes were cast as follows: 

 

    Votes For     Votes
Against		     Abstained  
Ratification of appointment of Marcum LLP     5,760,786       109,958       19,128  

 

Broker Non-Votes: 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.

 

  Marker Therapeutics, Inc.
     
Dated: June 9, 2023 By: /s/ Juan Vera
    Juan Vera
    Chief Executive Officer

 

 

 

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