false 0001599298 0001599298 2024-06-12 2024-06-12

 

 

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 12, 2024

 

 

Summit Therapeutics Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-36866   37-1979717

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

601 Brickell Key Drive, Suite 1000, Miami, FL   33131
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (305) 203-2034

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, $0.01 par value per share   SMMT   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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective June 12, 2024, Ujwala Mahatme informed Summit Therapeutics Inc. (the “Company”) that she was resigning from her role as a member of the Board of Directors (the “Board”) of the Company, and from each committee of the Board, to focus on her increasing professional commitments outside the Company. At the time of Ms. Mahatme’s resignation, she was a member of the Nominating and Corporate Governance Committee, the Compensation Committee and the Audit Committee of the Board. Ms. Mahatme’s resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 14, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The following matters were submitted to a vote of the Company’s stockholders at the Annual Meeting: (i) the election of eight directors to serve until the Company’s 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (ii) the ratification of the appointment of PricewaterhouseCoopers LLP, United States as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and (iii) a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers.

Each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting was approved by the requisite vote of the Company’s stockholders in accordance with the recommendation of the Company’s Board of Directors. Set forth below is the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable:

 

Proposal 1

Election of Directors

 

Director Nominees

    For    Withheld    Broker
Non-Votes

Robert W. Duggan

    620,632,521    362,133    18,922,547

Mahkam Zanganeh

    620,696,167    298,487    18,922,547

Manmeet S. Soni

    620,032,830    961,824    18,922,547

Kenneth A. Clark

    612,562,945    8,431,709    18,922,547

Robert Booth

    620,631,600    363,054    18,922,547

Alessandra Cesano

    613,253,170    7,741,484    18,922,547

Yu Xia

    620,368,580    626,074    18,922,547

Mostafa Ronaghi

    619,032,689    1,961,965    18,922,547

 

Proposal 2

    For    Against    Abstain    Broker
Non-Votes

Ratification of the appointment of PricewaterhouseCoopers LLP, United States

    639,287,776    39,750    589,675    — 

 

Proposal 3

    For    Against    Abstain    Broker
Non-Votes

Approval, on a non-binding advisory basis, of the compensation of the named executive officers.

    604,242,482    15,872,371    879,801    18,922,547

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.

 

    SUMMIT THERAPEUTICS INC.
Date: June 17, 2024     By:  

/s/ Manmeet S. Soni

      Chief Operating Officer and Chief Financial Officer
      (Principal Financial Officer)
v3.24.1.1.u2
Document and Entity Information
Jun. 12, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001599298
Document Type 8-K
Document Period End Date Jun. 12, 2024
Entity Registrant Name Summit Therapeutics Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-36866
Entity Tax Identification Number 37-1979717
Entity Address, Address Line One 601 Brickell Key Drive
Entity Address, Address Line Two Suite 1000
Entity Address, City or Town Miami
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33131
City Area Code (305)
Local Phone Number 203-2034
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common stock, $0.01 par value per share
Trading Symbol SMMT
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Summit Therapeutics (NASDAQ:SMMT)
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