NGM BIOPHARMACEUTICALS INC false 0001426332 0001426332 2021-06-08 2021-06-08












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 8, 2021



NGM Biopharmaceuticals, Inc.

(Exact name of Registrant as Specified in Its Charter)




Delaware   001-38853   26-1679911

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


333 Oyster Point Boulevard

South San Francisco, California

(Address of Principal Executive Offices)   (Zip Code)

(650) 243-5555

(Registrant’s Telephone Number, Including Area Code)

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 registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock, par value $0.001 per share   NGM   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 8, 2021, NGM Biopharmaceuticals, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”). The following is a brief description of each matter voted on at the Annual Meeting, as well as the number of votes cast for and against each matter, and if applicable, the number of abstentions and broker non-votes with respect to each matter. A more complete description of each matter can be found in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 28, 2021.



Election of Directors


Director Name

   Votes For      Votes Against      Votes Withheld      Broker Non-Votes  

Jin-Long Chen, Ph.D.

     55,573,873        0        7,840,620        5,806,958  

Roger M. Perlmutter, M.D., Ph.D.

     63,369,234        0        45,259        5,806,958  

The Class II director nominees were elected to hold office until the Company’s 2024 annual meeting of stockholders and until their successors are duly elected and qualified.



Ratification of Selection of Independent Registered Public Accounting Firm



   Votes For      Votes Against      Abstentions      Broker Non-Votes  

Ernst & Young LLP

     69,181,486        25,320        14,645        0  

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.



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.


  NGM Biopharmaceuticals, Inc.
Dated: June 10, 2021  



/s/ Valerie Pierce

    Valerie Pierce
    Secretary, Senior Vice President, General Counsel and Chief Compliance Officer