Document

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):  May 14, 2020
 
MACROGENICS, INC.

(Exact Name of Registrant as Specified in Charter)
 
Delaware001-3611206-1591613
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
9704 Medical Center Drive,
Rockville, Maryland
20850
(Address of Principal Executive Offices)(Zip Code)

Registrant's telephone number, including area code:  (301) 251-5172
 
Not applicable 
(Former Name or Former Address, if Changed Since Last Report)
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareMGNXNasdaq Global Select Market

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))


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 5.07Submission of Matters to a Vote of Security Holders.

MacroGenics, Inc. (the "Company") held its 2020 Annual Meeting of Stockholders on May 14, 2020. A total of 40,549,170 shares of the Company's common stock were present or represented by proxy at the meeting, which represented approximately 82.5% of the Company's 49,131,150 shares of common stock that were outstanding and entitled to vote at the meeting as of the record date of March 20, 2020. Stockholders considered the four proposals outlined below, each of which is described in more detail in the Company's definitive proxy statement (the "Proxy Statement") filed with the Securities and Exchange Commission on April 3, 2020.

Proposal 1. The election of two nominees to serve as Class I directors, each for a term of three years. All director nominees were elected. The voting results were as follows:

NomineesForWithheldBroker Non-Votes
Scott Koenig, M.D., Ph.D.36,648,084858,2613,042,825
Jay Siegel, M.D.36,467,7451,038,6003,042,825

Proposal 2. The ratification of the appointment by the audit committee of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2020. Proposal 2 was approved. The voting results were as follows:

ForAgainstAbstainBroker Non-Votes
40,131,120405,60412,446

Proposal 3. To approve, on an advisory basis, the compensation of our named executive officers as disclosed in our Proxy Statement. Stockholders approved the compensation of our named executive officers. The voting results were as follows:

ForAgainstAbstainBroker Non-Votes
33,608,4753,870,36927,5013,042,825

Proposal 4. To approve the stock option exchange program as described in the Proxy Statement. Stockholders rejected the stock option exchange program. The voting results were as follows:

ForAgainstAbstainBroker Non-Votes
17,424,12420,064,06418,1573,042,825





 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.
 
Date:  May 14, 2020MACROGENICS, INC.
 By:
/s/Jeffrey Peters
Jeffrey Peters
Vice President and General Counsel