UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The 2021 Annual Meeting of Stockholders of Twist Bioscience Corporation (the “Company”), was held on February 3, 2021 (the “Annual Meeting”). At the Annual Meeting, there were present, in person or by proxy, holders of 44,838,039 shares of common stock, or approximately 92.22% of the total outstanding shares eligible to be voted. The holders present voted on the four proposals presented at the Annual Meeting as follows.
Proposal One — Election of Directors
The Company’s stockholders approved the election of three directors to the Company’s Board of Directors (“Board”) as Class III Directors by the following votes:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Emily M. Leproust, Ph.D. |
31,404,331 | 9,568,244 | 3,865,464 | |||||||||
| William Banyai, Ph.D. |
30,527,983 | 10,444,592 | 3,865,464 | |||||||||
| Robert Chess |
29,867,720 | 11,104,855 | 3,865,464 | |||||||||
Proposal Two — Non-Binding, Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers (“NEOs”)
The Company’s stockholders approved, on a non-binding and advisory basis, a resolution approving the compensation of the Company’s NEOs by the following votes:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 35,928,044 |
4,068,960 | 975,571 | 3,865,464 |
Proposal Three — Non-Binding, Advisory Vote on the Frequency of Future Non-Binding, Advisory Votes to Approve the Compensation of the Company’s NEOs
The Company’s stockholders selected, on a non-binding and advisory basis, a frequency of every year for future non-binding, advisory stockholder votes to approve the compensation of the Company’s NEOs by the following votes:
| 3 Years |
2 Years |
1 Year |
Abstentions |
Broker Non-Votes | ||||
| 1,943,080 |
19,224 | 38,876,456 | 133,815 | 3,865,464 |
Proposal Four — Ratification of Appointment of Independent Registered Accounting Firm
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the fiscal year ending September 30, 2021 by the following votes:
| Votes For |
Votes Against |
Abstentions | ||
| 44,793,178 |
27,683 | 17,178 |
In addition, based on the recommendation of the Board in the definitive proxy statement for the Annual Meeting and the voting results with respect to Proposal No. 3, the Board determined at its meeting on February 3, 2021 that non-binding, advisory votes to approve the compensation of the NEOs will be submitted for consideration by the Company’s stockholders every year until the next non-binding advisory vote on the frequency of future non-binding, advisory votes to approve the compensation of the NEOs is required by section 14A(a)(2) of the Securities Exchange Act of 1934, as amended.
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.
Date: February 9, 2021
| Twist Bioscience Corporation | ||||||
| /s/ Mark Daniels | ||||||
| Mark Daniels | ||||||
| Senior Vice President, Chief Legal Officer, Chief Ethics and Compliance Officer, and Secretary | ||||||