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Securities law

Sana Biotechnology, Inc. Files Form 8-K with SEC: Annual Meeting Results

Strategic Insights

— 1 min read

Sana Biotechnology, Inc. recently filed a Form 8-K (Current Report) with the U.S. Securities and Exchange Commission on June 6, 2025, announcing the outcome of its 2025 annual meeting of stockholders. The meeting took place on June 5, 2025, and addressed several proposals submitted to a vote of the Company's stockholders. According to the report, all nominated directors were elected to serve on the Company's Board of Directors, and the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025, was ratified.

Key Takeaways:

  • The Company held its 2025 annual meeting of stockholders on June 5, 2025, with several proposals put to a vote.
  • Proposal 1 resulted in the election of all nominated directors to serve on the Company's Board of Directors for a three-year term.
  • Proposal 2 ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
  • The final results for each proposal are detailed in Item 5.07 of the Form 8-K filing.
  • The vote tallies for Proposal 1 are as follows: Steven D. Harr, M.D. (147,857,094 votes For and 11,540,847 votes Withheld); Robert L. Rosiello (158,192,667 votes For and 1,205,274 votes Withheld); Michelle Seitz, CFA (147,879,439 votes For and 11,518,502 votes Withheld); and Patrick Y. Yang, Ph.D. (143,651,313 votes For and 15,746,628 votes Withheld).
  • Sunil Bhonsle and Daniel H. Juniper, whose terms had expired, were not re-elected as Class II directors, but rather will retire and make way for the new Class II directors elected at the Annual Meeting.

Statistics:

  • 180,193,873 stockholders voted in favor of Proposal 2, ratifying the appointment of Ernst & Young LLP.
  • 55,838 stockholders voted against Proposal 2, and 69,644 stockholders abstained from voting.
  • The Number of shares represented by stockholders present and or by proxy at the Annual Meeting was approximately 226,420,831 shares.
  • Of the total shares represented, a total of 20,921,414 were Not-Placid Broker Non-Votes.

Sources:

  • Form 8-K (Current Report) filed with the U.S. Securities and Exchange Commission on June 6, 2025.
  • Sana Biotechnology, Inc.'s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2025.

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