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 June 22, 2023, Taysha Gene Therapies, 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 May 8, 2023. Of the 64,178,567 shares outstanding as of the record date, 53,742,827 shares, or approximately 83.73%, were present 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 two nominees to serve as directors until the 2026 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:
| Name |
Votes For | Votes Withheld | ||
| Sean P. Nolan |
35,556,636 | 3,890,877 | ||
| Laura Sepp-Lorenzino, Ph.D. |
33,595,590 | 5,851,923 |
Broker Non-Votes: 14,295,314.
Both nominees were elected.
Proposal No. 2: Ratification of the appointment of Deloitte & Touche 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 Deloitte & Touche LLP |
53,532,998 | 51,055 | 158,774 |
Broker Non-Votes: 0.
Proposal No. 3: Approval to adopt a series of alternate amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) to effect a reverse stock split where the Board will have the discretion to select the reverse stock split ratio from within a range between and including one-for-five (1:5) and one-for-twenty (1:20). The votes were cast as follows:
| Votes For | Votes Against |
Abstained | ||||
| Amendment approval for reverse stock split |
43,109,353 | 10,497,949 | 135,525 |
Broker Non-Votes: 0.
Proposal No. 4: Approval to adopt a series of alternate amendments to the Company’s Certificate of Incorporation to effect an authorized shares reduction, with the specific number of authorized shares determined by a formula that is based on the ratio utilized for a reverse stock split. The votes were cast as follows:
| Votes For | Votes Against |
Abstained | ||||
| Amendment to effectuate an authorized shares reduction |
43,305,340 | 10,246,833 | 190,654 |
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.
| Taysha Gene Therapies, Inc. | ||||||
| Dated: June 23, 2023 | By: | /s/ Kamran Alam | ||||
| Kamran Alam | ||||||
| Chief Financial Officer | ||||||