Current Report Filing (8-k)

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, 2022

FORTE BIOSCIENCES, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-38052

26-1243872

(State or Other Jurisdiction

of Incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

3060 Pegasus Park Dr.

Building 6

Dallas, Texas

75247

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (310) 618-6994

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 Instruction 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

Trading

Symbol(s)

Name of each exchange
on which registered

Common Stock, $0.001 par value

FBRX

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.

Forte Biosciences, Inc. (the “Company”) held its 2022 annual meeting of stockholders on June 1, 2022 (the “Annual Meeting”). Of the 14,761,261 shares of the Company’s common stock outstanding as of the record date of April 22, 2022, 8,322,250 shares were represented at the Annual Meeting, either by proxy or by attending the meeting. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:

1.	Election of Class II Directors. The following nominees were elected to serve as Class II directors, each to hold office until the Company’s 2025 annual meeting of stockholders or until his or her respective successor has been duly elected and qualified:


Nominee	Votes For		Votes Withheld		Broker Non-Votes
Steven Kornfeld		3,366,874		1,581,706		3,373,670
Patricia Walker, M.D., Ph.D.		3,335,739		1,612,841		3,373,670

2.	Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified based on the following results of voting:


Votes For	Votes Against	Abstentions	Broker Non-Votes
8,107,698	157,062	57,490	—

3.	Increase to the 2021 Equity Incentive Plan. The Company’s stockholders approved the increase to the shares reserved under the Company’s 2021 Equity Incentive Plan . The votes regarding the proposal were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
2,826,803	2,106,190	15,587	3,373,670

SIGNATURES

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.