UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 18, 2022, NGM Biopharmaceuticals, Inc. (the “Company”) held its 2022 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 votes cast with respect to 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 6, 2022.
| 1. | Election of Directors |
| Director Name |
Votes For | Votes Withheld |
Broker Non-Votes |
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| David V. Goeddel, Ph.D. |
53,943,473 | 10,333,414 | 6,215,944 | |||||||||
| Suzanne Sawochka Hooper |
55,578,629 | 8,698,258 | 6,215,944 | |||||||||
| David J. Woodhouse, Ph.D. |
54,839,003 | 9,437,884 | 6,215,944 | |||||||||
The Class III director nominees were elected to hold office until the Company’s 2025 annual meeting of stockholders and until their successors are duly elected and qualified.
| 2. | Advisory Vote on Executive Compensation |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 48,944,032 | 15,300,203 | 32,652 | 6,215,944 |
The stockholders of the Company approved, on an advisory basis, the compensation of the Company’s named executive officers.
| 3. | Advisory Vote on the Frequency of Solicitation of Advisory Stockholder Approval of Executive Compensation |
| One Year | Two Years | Three Years | Abstentions | |||
| 60,967,819 | 1,529 | 3,302,480 | 5,059 |
The stockholders of the Company expressed their preference, on an advisory basis, to have a non-binding vote on the compensation of the Company’s named executive officers every year.
| 4. | Ratification of Selection of Independent Registered Public Accounting Firm |
| Firm |
Votes For | Votes Against | Abstentions | |||
| Ernst & Young LLP |
70,462,410 | 29,817 | 604 |
The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
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.
| NGM Biopharmaceuticals, Inc. | ||||||||
| Dated: May 24, 2022 | By: | /s/ Valerie Pierce |
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| Valerie Pierce | ||||||||
| Secretary, Senior Vice President, General Counsel and Chief Compliance Officer | ||||||||