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 11, 2023
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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(Zip Code)
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Registrant’s telephone number, including area code: (866 ) 688-7374
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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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 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On May 12, 2023, Quantum-Si Incorporated (the “Company”) filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware to limit the liability of its officers as permitted by recent amendments to Delaware law (the “Charter Amendment”).
As disclosed in Item 5.07 of this Current Report on Form 8-K, the Charter Amendment was approved by the Company’s stockholders at the Company’s 2023 annual meeting of
stockholders held on May 11, 2023 (the “Annual Meeting”). The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is
filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated in this Item 5.03 by reference.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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(a) On May 11, 2023, the Company held its Annual Meeting. At the
Annual Meeting, the Company's shareholders voted on four proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 29, 2023 (the “Proxy Statement”).
At the Annual Meeting, there were 79,346,526 shares of Class A common stock and 19,937,500 shares of Class B common stock present or represented by proxy, which represented approximately 92% of the outstanding total voting power of the shares of
Class A common stock and Class B common stock entitled to vote at the Annual Meeting (voting together as a single class), which constituted a quorum for the transaction of business. Holders of the Company’s Class A common stock were entitled to
one vote for each share held as of the close of business on March 15, 2023 (the “Record Date”), and holders of the Company’s Class B common stock were entitled to 20 votes for each share held as of the Record Date.
(b) The following actions were taken at the Annual Meeting:
1. The following nominees were reelected to serve on the
Company’s board of directors until the Company’s 2024 annual meeting of stockholders, based on the following votes:
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Name
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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Jonathan M. Rothberg, Ph.D.
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437,306,196
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14,217,615
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99,724
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26,472,991
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Jeffrey Hawkins
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448,380,055
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3,138,725
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104,755
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26,472,991
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Ruth Fattori
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450,912,510
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592,624
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118,401
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26,472,991
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Brigid A. Makes
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448,868,316
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2,605,805
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149,414
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26,472,991
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Michael Mina, M.D., Ph.D.
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446,743,033
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4,747,756
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132,746
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26,472,991
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Kevin Rakin
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441,503,020
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10,009,359
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111,156
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26,472,991
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Scott Mendel
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451,036,366
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469,682
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117,487
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26,472,991
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2. The selection of Deloitte & Touche LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified, based on the following votes:
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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477,398,042
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552,225
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146,259
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0
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3. The advisory vote of the compensation of the Company’s
named executive officers, as described in the Proxy Statement, was approved, based on the following votes:
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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446,045,206
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5,457,383
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120,946
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26,472,991
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4. The Charter Amendment was approved, based on the following
votes:
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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444,981,936
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6,546,723
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94,876
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26,472,991
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| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Registrant, as filed with the Secretary of State of the State of Delaware on May 12,
2023.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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QUANTUM-SI INCORPORATED
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By:
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/s/ Christian LaPointe, Ph.D.
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Name:
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Christian LaPointe, Ph.D.
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Date:
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May 16, 2023
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Title:
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General Counsel
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
QUANTUM-SI INCORPORATED
It is hereby certified that:
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The name of the corporation is Quantum-Si Incorporated (the “Corporation”).
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| SECOND: |
The Second Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), is hereby further amended by striking out
Article X in its entirety and by substituting in lieu of the following:
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LIMITATION OF DIRECTOR AND OFFICER LIABILITY
To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, a director or officer of the
Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or an officer; provided,
however, that nothing contained in this Article X shall eliminate or limit the liability of a director or an officer (i) for any breach of the director’s or
officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to the provisions of Section 174 of the DGCL,
(iv) for any transaction from which the director or officer derived an improper personal benefit, or (v) with respect to an officer, in any action by or in the right of the Corporation. No repeal or modification of this Article X shall apply to or have any adverse effect on any right or protection of, or any limitation of the liability of, a director or officer of the Corporation existing at the time of such
repeal or modification with respect to acts or omissions occurring prior to such repeal or modification. All references in this paragraph to an officer shall mean only a person who at the time of an act or omission as to which liability is asserted
is deemed to have consented to service by the delivery of process to the registered agent of the Corporation pursuant to § 3114(b) of Title 10 (for purposes of this sentence only, treating residents of the State of Delaware as if they were
nonresidents to apply of § 3114(b)of Title 10 to this sentence).
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The amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation
Law of the State of Delaware.
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EXECUTED, effective as of this 12th day of May, 2023.
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QUANTUM-SI INCORPORATED
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By:
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/s/ Jeffrey Hawkins
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Jeffrey Hawkins
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Chief Executive Officer
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