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): June 27, 2019

 

 

Atara Biotherapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware		001-36548		46-0920988
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
611 Gateway Boulevard, Suite 900 South San Francisco, CA				94080
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 278-8930

Not Applicable

(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 Instructions 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 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 $0.0001 per share		ATRA		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 27, 2019, Atara Biotherapeutics, Inc. (the “Company”) held its 2019 annual meeting of stockholders (the “Annual Meeting”). The following is a brief description of each matter voted upon at the Annual Meeting, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter. A more complete description of each matter is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2019 (the “Proxy Statement”).

 

1.	Election of Directors

 

Nominee		For				Withheld				Broker Non-Votes
Matthew K. Fust			23,401,851				16,297,067				2,736,142
Roy Baynes			38,664,800				1,034,118				2,736,142

Each of the two nominees for director was elected to serve until the 2022 annual meeting of stockholders and until their successors are elected.

 

2.	Advisory vote on the compensation of the Company’s named executive officers

 

For				Against				Abstain				Broker Non-Votes
	39,291,110				389,454				18,354				2,736,142

The stockholders approved, on an advisory basis, the compensation awarded to the Company’s named executive officers, as disclosed in the Proxy Statement.

 

3.	Advisory vote on the preferred frequency of stockholder advisory votes on executive compensation

 

1 Year				2 Years				3 Years				Abstain
	39,622,189				5,256				60,569				10,904

The stockholders indicated, on an advisory basis, the preferred frequency of every year for future stockholder advisory votes regarding compensation awarded to named executive officers, as disclosed in the Proxy Statement. In light of the vote of the stockholders on this proposal and consistent with the Company’s Board of Director’s recommendation, the Company will include a non-binding stockholder advisory vote to approve the compensation of its named executive officers in its proxy materials every year. The Company will hold such annual advisory votes until the next required vote on the frequency of stockholder votes on named executive officer compensation. The Company is required to hold votes on the frequency of holding future non-binding advisory votes on executive compensation every six calendar years.

 

4.	Ratification of Appointment of Independent Registered Public Accounting Firm

 

For				Against				Abstentions
	42,390,575				25,567				18,918

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

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 thereunto duly authorized.

 

Date: June 28, 2019