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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): June 2, 2022 (June 1, 2022)

 

 

Calyxt, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38161   27-1967997

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2800 Mount Ridge Road

Roseville, MN 55113-1127

(Address and zip code of principal executive offices)

(651) 683-2807

(Registrant’s telephone number, including area code)

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:

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of exchange

on which registered

Common Stock, par value $0.0001 per share   CLXT   The NASDAQ Global Market

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.

On June 1, 2022, Calyxt, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 42,768,163 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting on the April 6, 2022 record date, 36,399,120 shares, or approximately 85.10%, were present at the Annual Meeting either by attendance via online webcast or by proxy.

The following describes the matters considered by the Company’s stockholders at the Annual Meeting, as well as the results of the votes cast at the meeting:

 

1.

To elect eight directors to our Board of Directors, each to serve until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

 

Nominee

   For    Withhold    Broker Non-Vote

Yves J. Ribeill, Ph.D.

   30,660,949    2,264,271    3,473,900

Laurent Arthaud

   28,897,723    4,027,497    3,473,900

Michael A. Carr

   30,778,732    2,146,488    3,473,900

Philippe Dumont

   30,802,718    2,122,502    3,473,900

Jonathan B. Fassberg

   30,660,352    2,264,868    3,473,900

Anna Ewa Kozicz-Stankiewicz

   30,327,482    2,597,738    3,473,900

Kimberly K. Nelson

   30,803,940    2,121,280    3,473,900

Christopher J. Neugent

   30,808,149    2,117,071    3,473,900

 

2.

To ratify the appointment by the Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022.

 

For

 

Against

 

Abstain

 

Broker Non-Vote

36,194,703

  181,053   23,364  

 

3.

To approve an amendment to our amended and restated certificate of incorporation to effect a reverse stock split of the Company’s shares of Common Stock at a ratio not less than 2-to-1 and not greater than 10-to-1, with the exact ratio to be set within that range at the discretion of our Board of Directors before April 1, 2024 without further approval or authorization of our stockholders (the “Reverse Stock Split”).

 

For

 

Against

 

Abstain

 

Broker Non-Vote

36,013,956

  304,405   80,759  

As a result, each nominee was elected as a director of the Company, the appointment of Ernst & Young LLP was ratified, and the Reverse Stock Split was approved at the Annual Meeting.


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.

 

Dated: June 2, 2022       CALYXT, INC.
    By:  

/s/ Michael A. Carr

    Name:   Michael A. Carr
    Title:   President and Chief Executive Officer