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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): July 11, 2025
Y-MABS THERAPEUTICS, INC.
(Exact name of registrant as specified
in its charter)
Delaware |
|
001-38650 |
|
47-4619612 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
202 Carnegie Center Drive
Suite 301
Princeton, New Jersey 08540
(Address of principal executive offices)
(Zip Code)
(646) 885-8505
(Registrant’s telephone number,
include area code)
N/A
(Former Name or Former telephone number, including
area code, of agent for service)
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 |
|
Name of each exchange on which
registered: |
Common Stock, $0.0001 par value |
|
YMAB |
|
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 |
On July 11, 2025, Y-mAbs
Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”), at which a
quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following three proposals: (1) the election of
one Class I director, David N. Gill, to hold office until the Company’s 2028 annual meeting of stockholders or until the election
and qualification of his successor or his earlier death, resignation or removal (“Proposal 1”); (2) the ratification of the
appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending
December 31, 2025 (“Proposal 2”); and (3) the approval, in a non-binding advisory vote, of the compensation of the Company’s
named executive officers as disclosed in the proxy statement (“Proposal 3”). Each of these proposals is described in greater
detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 30,
2025. The final results of the voting on each proposal are set forth below.
Proposal 1 - Election of Director
The Company’s stockholders elected the person listed below as
a director, to hold office until the Company’s 2028 annual meeting of stockholders or until the election and qualification of his
successor or his earlier death, resignation or removal. The votes cast were as follows:
Nominees | |
For | | |
Withheld | | |
Broker Non-Votes | |
David N. Gill | |
| 18,926,572 | | |
| 11,924,775 | | |
| 3,133,377 | |
Proposal 2 – Ratification
of the Appointment of the Independent Registered Public Accounting Firm
The Company’s stockholders
approved Proposal 2. The votes cast were as follows:
For | | |
Against | | |
Abstain | |
| 32,884,437 | | |
| 1,097,151 | | |
| 3,136 | |
Proposal 3 – Advisory
Vote on the Compensation of the Named Executive Officers
The Company’s stockholders
approved Proposal 3. The votes cast were as follows:
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 27,011,027 | | |
| 3,838,565 | | |
| 1,755 | | |
| 3,133,377 | |
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.
|
Y-MABS THERAPEUTICS, INC. |
|
|
|
Date: July 15, 2025 |
By: |
/s/ Michael Rossi |
|
|
Michael Rossi |
|
|
President and Chief Executive Officer |