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 18, 2017
 
MACROGENICS, INC.

(Exact Name of Registrant as Specified in Charter)
 
Delaware
001-36112
06-1591613
(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)
 
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 5.07
Submission of Matters to a Vote of Security Holders.

MacroGenics, Inc. (the "Company") held its 2017 Annual Meeting of Stockholders on May 18, 2017. A total of 28,360,263 shares of the Company's common stock were present or represented by proxy at the meeting, which represented approximately 81% of the Company's 34,977,771 shares of common stock that were outstanding and entitled to vote at the meeting as of the record date of March 24, 2017. Stockholders considered the four proposals outlined below, each of which is





described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 4, 2017.

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

Nominees
 
For
 
Withheld
Scott Koenig, M.D., Ph.D.
 
24,013,679
 
755,776
Matthew Fust
 
23,709,621
 
1,059,834
 
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 2017. Proposal 2 was approved. The voting results were as follows:

For
 
Against
 
Abstain
 
Broker Non-Votes
28,188,217
 
117,533
 
54,513
 

Proposal 3. To approve, on an advisory basis, the compensation of our named executive officers as disclosed in these proxy materials. The voting results were as follows:

For
 
Against
 
Abstain
 
Broker Non-Votes
24,376,356
 
290,770
 
102,330
 
3,590,807

Proposal 4. To approve the 2016 Employee Stock Purchase Plan. Proposal 4 was approved. The voting results were as follows:

For
 
Against
 
Abstain
 
Broker Non-Votes
24,655,410
 
103,779
 
10,266
 
3,590,808

 
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 22, 2017
MACROGENICS, INC.
 
By:
/s/Jeffrey Peters
Jeffrey Peters
Vice President and Acting General Counsel