false 0001556263 0001556263 2024-06-05 2024-06-05

 

 

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 5, 2024

 

 

Syros Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-37813   45-3772460
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

35 CambridgePark Drive

Cambridge, Massachusetts

   02140
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (617) 744-1340

(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))

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock, $0.001 par value   SYRS   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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2024 Annual Meeting of Stockholders of Syros Pharmaceuticals, Inc. (the “Company”) held on June 5, 2024 (the “Annual Meeting”), the Company’s stockholders approved an amendment (the “2022 EIP Amendment”) to the Syros Pharmaceuticals, Inc. 2022 Equity Incentive Plan (the “2022 EIP”). The 2022 EIP Amendment, which had previously been adopted by the Company’s Board of Directors subject to stockholder approval, increases the number of shares of common stock of the Company available for issuance under the 2022 EIP by 1,750,000 shares.

The description of the 2022 EIP, as amended, contained on pages 46 to 57 of the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on April 23, 2024 (the “Proxy Statement”), is incorporated herein by reference. A complete copy of the 2022 EIP Amendment is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted in the following manner with respect to the following proposals:

 

1.

The election of three Class II directors, each to serve for a three-year term expiring at the Company’s 2027 annual meeting of stockholders and until their successor has been duly elected and qualified.

 

Nominees

  

For

  

Withheld

  

Broker Non-Votes

Srinivas Akkaraju, M.D., Ph.D.

   9,937,523   7,569,838   4,293,683

Deborah Dunsire, M.D.

   17,450,919   56,442   4,293,683

Richard A. Young, Ph.D.

   10,222,669   7,284,692   4,293,683

 

2.

The approval of an amendment to the 2022 EIP to increase the number of shares of the Company’s common stock available for issuance thereunder by 1,750,000 shares.

 

For:

      17,270,024  

Against:

      227,218  

Abstain:

      10,119  

Broker Non-Votes:

      4,293,683  

 

3.

The approval of an amendment to the Syros Pharmaceuticals, Inc. Restated Certificate of Incorporation, as amended, to (i) increase the number of authorized shares of the Company’s capital stock from 80,000,000 shares to 150,000,000 shares, and (ii) increase the number of authorized shares of the Company’s common stock from 70,000,000 shares to 140,000,000 shares (the “Share Increase Amendment”).

 

For:

      17,221,927  

Against:

      226,689  

Abstain:

      58,745  

Broker Non-Votes:

      4,293,683  

The Company filed a Certificate of Amendment of Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 5, 2024 to effect the Share Increase Amendment.

 

4.

The approval of an amendment to the Syros Pharmaceuticals, Inc. Restated Certificate of Incorporation, as amended, to reflect new Delaware law provisions regarding officer exculpation (the “Officer Exculpation Amendment”).

 

For:

      15,600,986  

Against:

      1,892,849  

Abstain:

      13,526  

Broker Non-Votes:

      4,293,683  

The Company filed a Certificate of Amendment of Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 5, 2024 to effect the Officer Exculpation Amendment.

 

5.

The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

For:

      21,649,497  

Against:

      85,571  

Abstain:

      65,976  

 

6.

The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers.

 

For:

      17,127,081  

Against:

      359,883  

Abstain:

      20,397  

Broker Non-Votes:

      4,293,683  

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit No.

   

Description

99.1    Amendment No. 1 to the Syros Pharmaceuticals, Inc. 2022 Equity Incentive Plan (incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-37813) filed with the SEC on April 23, 2024).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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.

 

    SYROS PHARMACEUTICALS, INC.
Date: June 6, 2024     By:  

/s/ Gerald Quirk

     

Gerald Quirk

Chief Legal & Compliance Officer;
Chief Business Officer

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Document and Entity Information
Jun. 05, 2024
Cover [Abstract]  
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Entity Central Index Key 0001556263
Document Type 8-K
Document Period End Date Jun. 05, 2024
Entity Registrant Name Syros Pharmaceuticals, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-37813
Entity Tax Identification Number 45-3772460
Entity Address, Address Line One 35 CambridgePark Drive
Entity Address, City or Town Cambridge
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02140
City Area Code (617)
Local Phone Number 744-1340
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.001 par value
Trading Symbol SYRS
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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