UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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On May 23, 2023, Aptose Biosciences Inc., or the “Corporation”, held its Annual and Special 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 2024 Annual General Meeting:
| Nominee | Votes For | % Votes For | Votes Against | %Votes Against | Broker Non-Votes |
| Ms. Carol G. Ashe | 20,399,773 | 90.69 | 2,093,509 | 9.31 | 18,604,182 |
| Dr. Denis Burger | 20,214,219 | 89.87 | 2,279,063 | 10.13 | 18,604,182 |
| Dr. Erich Platzer | 20,485,136 | 91.07 | 2,008,146 | 8.93 | 18,604,182 |
| Dr. William G. Rice | 14,862,859 | 66.08 | 7,630,423 | 33.92 | 18,604,182 |
| Dr. Mark D. Vincent | 20,417,576 | 90.77 | 2,075,706 | 9.23 | 18,604,182 |
| Mr. Warren Whitehead | 20,482,405 | 91.06 | 2,010,877 | 8.94 | 18,604,182 |
| Dr. Bernd Seizinger | 20,498,713 | 91.13 | 1,994,569 | 8.83 | 18,604,182 |
Proposal No. 2—Appointment of Independent Registered Public Accounting Firm
The Corporation’s shareholders voted to approve the appointment of KPMG LLP as the independent registered public accounting firm of the Corporation for the fiscal year ended December 31, 2023.
| Votes For | % Votes For | Vote Against | % Votes Against | Abstain | Broker Non- Votes |
| 39,648,697 | 96.48 | 1,303,802 | 3.17 | 144,965 | 0 |
Proposal No. 3—Amendment to Stock Incentive Plan
The Corporation’s shareholders voted to approve an amendment to the Corporation’s 2021 stock incentive plan to increase the number of common shares reserved for issuance thereunder by 1,027,758 common shares.
| Votes For | % Votes For | Vote Against | % Votes Against | Abstain | Broker Non- Votes |
| 13,780,728 | 61.26 | 8,645,485 | 38.44 | 67,068 | 18,604,183 |
Proposal No. 4—Amendment to Articles
The Corporation’s shareholders voted to approve a special resolution providing for an amendment to the Corporation’s Articles to effect a reverse stock split of the Corporation’s outstanding common shares at a ratio in the range of 1-for-10 to 1-for-20, such amendment to become effective at an exact ratio and a date to be determined by the board of directors of the Corporation if the board of directors considers it to be in the best interests of the Corporation to implement such reverse stock split.
| Votes For | % Votes For | Vote Against | % Votes Against | Abstain | Broker Non- Votes |
| 38,399,205 | 93.44 | 2,517,058 | 6.12 | 181,200 | 1 |
Proposal No. 5—Meeting Adjournments
The Corporation’s shareholders voted to approve a resolution permitting one or more adjournments of the meeting, if necessary or appropriate, if a quorum is present, to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve Proposals No. 3 and 4.
| Votes For | % Votes For | Vote Against | % Votes Against | Abstain | Broker Non- Votes |
| 33,325,854 | 81.09 | 7,660,406 | 18.64 | 111,202 | 2 |
Proposal No. 6—Compensation of Named Executive Officers
The Corporation’s shareholders voted to approve a non-binding resolution to approve the compensation paid to the Corporation’s named executive officers.
| Votes For | % Votes For | Vote Against | % Votes Against | Abstain | Broker Non- Votes |
| 19,458,544 | 86.50 | 2,736,388 | 12.17 | 298,350 | 18,604,182 |
(d) Exhibits.
Exhibit 99.1. Press release, dated May 23, 2023
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: May 23, 2023 | By: | /s/ William G. Rice, Ph.D. |
| William G. Rice, Ph.D. | ||
| Chairman, President, and Chief Executive Officer | ||