Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Resignation
On April 6, 2023, Pablo J. Cagnoni, M.D. notified Rubius Therapeutics, Inc. (the
"Company") of his resignation as a member of the Company's board of directors
(the "Board"), effective immediately. Dr. Cagnoni's resignation did not result
from 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 April 6, 2023, at a special meeting of stockholders (the "Special Meeting")
of the Company, the Company's stockholders approved the liquidation and
dissolution of the Company and the Plan of Liquidation and Dissolution (the
"Plan of Dissolution"), which authorizes the Board to liquidate and dissolve the
Company in accordance with the Plan of Dissolution. The proposal is described in
detail in the Company's definitive proxy statement filed with the Securities and
Exchange Commission on March 9, 2023.
The number of shares of common stock entitled to vote at the Special Meeting was
90,482,951. The number of shares of common stock present or represented by proxy
at the Special Meeting was 61,372,662.
Stockholders approved the proposal, with 60,495,500 votes cast for, 529,212
votes cast against and 347,950 votes abstained. There were 0 broker non-votes
regarding the proposal.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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