TENAYA THERAPEUTICS, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
•
a lump sum payment equal to 9 months of the named executive officer's annual
base salary as in effect immediately prior to his or her qualifying termination
of employment, or 12 months in the case of
•
continued health coverage under COBRA or a lump sum payment equal to the premium
cost of continued health coverage under the Consolidated Omnibus Reconciliation
Act of 1985 as amended, or COBRA, for a period of 9 months, or 12 months in the
case of
•
a lump sum payment equal to 12 months of the named executive officer's annual
base salary as in effect immediately prior to his or her qualifying termination
of employment, or 18 months in the case of
•
continued health coverage under COBRA or a lump sum payment equal to the cost of
continued health coverage under COBRA for a period of 12 months, or 18 months in
the case of
•
100% accelerated vesting of all outstanding equity awards, and, with respect to equity awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels for the relevant performance period(s). The foregoing description is qualified in its entirety by reference to the amended Executive Change in Control and Severance Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
"ARTICLE IXSection 1. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended from time to time, a director or officer of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Company shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended." The Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The matters voted upon at the Annual Meeting and the voting results for each proposal are set forth below. Voting results are, when applicable, reported by rounding fractional share voting down to the nearest round number.
Proposal 1: Election of Class II Directors
Each director nominee was duly elected to serve until the 2026 annual meeting of stockholders and until their successor is duly elected and qualified, subject to earlier resignation or removal.
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm
For Against Abstain Broker Non-Votes 60,277,871 11,275 211 0
The stockholders ratified the appointment of
Proposal 3: Approval of Amendment to Amended and Restated Certificate of Incorporation to Reflect Recently Adopted Delaware Law Provisions Regarding Officer Exculpation
For Against Abstain Broker Non-Votes 55,753,278 1,173,172 8,120 3,354,787
The stockholders approved the amendment to the Company's Amended and Restated
Certificate of Incorporation to reflect recently adopted
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
Certificate of Amendment of Amended and Restated Certificate of
3.1 Incorporation of Tenaya Therapeutics, Inc.
10.1 Executive Change in Control and Severance Plan, as amended
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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