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 1, 2021
Aptose Biosciences Inc.
(Exact Name of Registrant as Specified in Charter)
| Canada | 001-32001 | 98-1136802 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 251 Consumers Road, Suite 1105, Toronto, Ontario, Canada M2J 4R3 |
| (Address of Principal Executive Offices) (Zip Code) |
647-479-9828
(Registrant's telephone number, including area code)
(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: | ||
| [ ] | 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 | Trading Symbol(s) | Name of each exchange on which registered |
| Common Shares, no par value | APTO | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 1, 2021, Aptose Biosciences Inc., or the “Corporation”, held its Annual General Meeting of Shareholders. At the meeting, shareholders voted in favor of all items of business, as indicated below: Proposal No. 1—Election of Directors The Corporation’s shareholders voted to elect the following persons to the board of directors of the Corporation, each to serve until the 2021 Annual General Meeting: The Corporation’s shareholders voted to approve the appointment of KPMG LLP as the independent registered public accounting firm of the Corporation until the next annual shareholders’ meeting or until a successor is named. Proposal No. 3—Resolution on adoption of the 2021 Employee Stock Incentive Plan The Corporation’s shareholders passed an ordinary resolution authorizing the adoption of the Corporation’s 2021 employee stock incentive plan. Proposal No. 4—Resolution on adoption of the 2021 Employee Stock Purchase Plan The Corporation’s shareholders passed an ordinary resolution authorizing the adoption of the Corporation’s 2021 employee stock purchase plan. Proposal No. 5—Resolution on Compensation of Corporations Named Executive Officers The Corporation’s shareholders passed an advisory (non-binding) resolution to approve the compensation of the Corporation’s named executive officers. Proposal No. 6—Frequency of future “Say on Pay” The Corporation’s shareholders passed an advisory (non-binding) resolution to set the frequency of future ‘say on pay” votes to annual. Nominee Votes For % Votes For Votes
Withheld%Votes Withheld Broker Non-Votes Ms. Carol G. Ashe 41,927,965 99.25 317,922 0.75 22,534,570 Dr. Denis Burger 40,351,406 95.52 1,894,481 4.48 22,534,570 Ms. Caroline M. Loewy 31,606,672 74.82 10,639,215 25.18 22,534,570 Dr. Erich Platzer 40,337,583 95.48 1,908,304 4.52 22,534,570 Dr. William G. Rice 41,767,537 98.87 478,350 1.13 22,534,570 Dr. Mark D. Vincent 40,365,017 95.55 1,880,870 4.45 22,534,570 Mr. Warren Whitehead 40,468,725 95.79 1,777,162 4.21 22,534,570
Proposal No. 2—Appointment of Independent Registered Public Accounting FirmVotes For % Votes For Vote Against % Votes Against Abstain Broker Non-
Votes64,481,051 99.54 176,792 0.27 122,614 0 Votes For % Votes For Vote Against % Votes Against Abstain Broker Non-
Votes41,252,327 97.65 888,322 2.10 105,238 22,534,570 Votes For % Votes For Vote Against % Votes Against Abstain Broker Non-
Votes41,529,619 98.30 664,897 1.57 51,371 22,534,570 Votes For % Votes For Vote Against % Votes Against Abstain Broker Non-
Votes31,503,494 74.57 10,630,327 25.16 112,066 22,534,570 Frequency of Say-on-Pay Votes For % Votes For Broker Non-Votes 1 Year 41,374,099 98.13 22,605,013 2 Years 522,865 1.24 22,605,013 3 Years 267,507 0.63 22,605,013
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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 hereunto duly authorized.
| Aptose Biosciences Inc. | ||
| Date: June 1, 2021 | By: | /s/ Jotin Marango |
| Jotin Marango, Ph.D., M.D. | ||
| Senior Vice President & Chief Financial Officer | ||