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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 14, 2023

GALECTO, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware

001-39655

37-1957007

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

 

75 State Street, Suite 100

Boston, MA 02109

(Address of principal executive offices, including zip code)

(+45) 70 70 52 10

(Registrant’s telephone number, including area code)

Ole Maaloes Vej 3

DK-2200 Copenhagen N

Denmark

(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

Trade

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.00001 par value per share

GLTO

The Nasdaq Global Select 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.

Galecto, Inc. (the “Company”) held its annual meeting (the “Annual Meeting”) of stockholders on June 14, 2023. The following proposals were submitted to the stockholders at the Annual Meeting:

(i)
To elect Jayson Dallas, M.D., Amit Munshi and Hans Schambye, M.D., Ph.D. as Class III members of the board of directors, to serve until the Company’s 2026 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal; and
(ii)
To ratify the selection of EY Godkendt Revisionspartnerselskab as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

The proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 28, 2023.

The number of shares of common stock entitled to vote at the Annual Meeting was 25,673,474. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 16,122,362. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and all director nominees were elected.

The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

(a)
Election of Class III Directors.

Director Nominee

Votes For

Votes Withheld

Jayson Dallas, M.D.

9,917,146

696,399

Amit Munshi

 

10,526,701

 

86,844

Hans Schambye, M.D., Ph.D.

10,508,799

104,746

 

There were 5,508,817 broker non-votes regarding the election of directors.

(b)
Ratification of the appointment of EY Godkendt Revisionspartnerselskab as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

Stockholders ratified the appointment of EY Godkendt Revisionspartnerselskab as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of the voting included 16,042,725 votes for, 52,661 votes against and 26,976 votes abstained. There were no broker non-votes regarding this proposal.

 

 

 

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.

 

 

 

 

 

 

 

 

 

Galecto, Inc.

 

 

 

 

Date: June 15, 2023

 

By:

/s/ Hans T. Schambye

 

 

 

Hans T. Schambye, M.D., Ph.D.

 

 

 

President and Chief Executive Officer

 
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