Mersana Therapeutics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders
On June 12, 2025, Mersana Therapeutics, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following four proposals: (1) to elect three Class II directors to serve until the Company’s 2028 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified (“Proposal 1”), (2) to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement on Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission on April 29, 2025 (“Proposal 2”), (3) to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (“Proposal 3”), and (4) to approve an amendment to the Company’s Fifth Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s issued shares of common stock at a ratio within the range of not less than 1-for-2 and not greater than 1-for-25, with the exact ratio within such range and the implementation and timing of such reverse stock split to be determined at the sole discretion of the Company’s Board of Directors, without further approval or authorization of the Company’s stockholders (“Proposal 4” or the “Reverse Stock Split Proposal”). The final results of the voting on each proposal are set forth below.
Proposal 1 - Election of Directors
The Company’s stockholders elected the three persons listed below as Class II directors, each to serve until the Company’s 2028 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The votes cast were as follows:
| Nominees | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Allene M. Diaz | 63,634,144 | 1,190,888 | 29,986 | 21,366,700 | ||||||||||||
| Andrew A. F. Hack, M.D., Ph.D. | 63,779,513 | 1,058,769 | 16,736 | 21,366,700 | ||||||||||||
| Kristen M. Hege, M.D. | 49,598,858 | 15,237,596 | 18,564 | 21,366,700 | ||||||||||||
Proposal 2 – Advisory Vote on Executive Compensation
The Company’s stockholders approved Proposal 2. The votes cast were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 63,571,120 | 1,136,066 | 147,832 | 21,366,700 | |||||||||||
Proposal 3 – Ratification of Selection of Independent Registered Public Accounting Firm
The Company’s stockholders approved Proposal 3. The votes cast were as follows:
| For | Against | Abstain | ||||||
| 85,866,981 | 337,691 | 17,046 | ||||||
Proposal 4 – Reverse Stock Split Proposal
The Company’s stockholders approved Proposal 4. The votes cast were as follows:
| For | Against | Abstain | ||||||||
| 83,480,640 | 2,489,457 | 251,621 | ||||||||
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.
| MERSANA THERAPEUTICS, INC. | ||
| Date: June 13, 2025 | By: | /s/ Alejandra Carvajal |
| Alejandra Carvajal | ||
| Senior Vice President, Chief Legal Officer and Secretary | ||
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.
| MERSANA THERAPEUTICS, INC. | ||
| Date: June 13, 2025 | By: | /s/ Brian DeSchuytner |
| Brian DeSchuytner | ||
| Senior Vice President, Chief Financial Officer | ||