UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 11, 2017
DICERNA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36281 | 20-5993609 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
87 Cambridgepark Drive
Cambridge, MA 02140
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (617) 621-8097
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)) |
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 |
At the Company’s Annual Meeting of Stockholders on July 11, 2017 (the “Annual Meeting”), the following actions were taken. The proposals below are described in detail in the Company’s definitive proxy statement dated May 23, 2017 for the Annual Meeting.
Proposal 1
The nominees for election as directors, each for a one-year term, were elected based upon the following votes:
| Nominee |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| Douglas M. Fambrough, III, Ph.D. |
26,366,856 | 18,421 | 4,058 | 5,587,385 | ||||||||||||
| Martin Freed, M.D. |
26,366,856 | 18,421 | 4,058 | 5,587,385 | ||||||||||||
| Brian K. Halak, Ph.D. |
26,366,856 | 18,421 | 4,058 | 5,587,385 | ||||||||||||
| Stephen J. Hoffman, M.D., Ph.D. |
26,366,856 | 18,421 | 4,058 | 5,587,385 | ||||||||||||
| Peter Kolchinsky, Ph.D. |
26,366,856 | 18,421 | 4,058 | 5,587,385 | ||||||||||||
| Adam M. Koppel, M.D., Ph.D. |
26,366,756 | 18,521 | 4,058 | 5,587,385 | ||||||||||||
| Dennis H. Langer, M.D., J.D. |
26,366,956 | 18,321 | 4,058 | 5,587,385 | ||||||||||||
| David M. Madden |
26,366,956 | 18,321 | 4,058 | 5,587,385 | ||||||||||||
| Bruce Peacock |
26,366,856 | 18,421 | 4,058 | 5,587,385 | ||||||||||||
Proposal 2
The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was approved based upon the following votes:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 31,967,439 | 5,027 | 4,254 | — |
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: July 12, 2017 | DICERNA PHARMACEUTICALS, INC. | |||||
| By: | /s/ Douglas M. Fambrough, III, Ph.D. | |||||
| Douglas M. Fambrough, III, Ph.D. | ||||||
| Chief Executive Officer | ||||||