NGM BIOPHARMACEUTICALS INC false 0001426332 0001426332 2023-05-10 2023-05-10












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 10, 2023



NGM Biopharmaceuticals, Inc.

(Exact name of Registrant as Specified in Its Charter)




Delaware   001-38853   26-1679911

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


333 Oyster Point Boulevard

South San Francisco, California

(Address of Principal Executive Offices)   (Zip Code)

(650) 243-5555

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 Instructions 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 pursuant to Section 12(b) of the Act:


Title of each class




Name of each exchange

on which registered

Common Stock, par value $0.001 per share   NGM   The Nasdaq Stock Market LLC

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 May 10, 2023, NGM Biopharmaceuticals, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). The following is a brief description of each matter voted on at the Annual Meeting, as well as the votes cast with respect to each matter, and if applicable, the number of abstentions and broker non-votes with respect to each matter. A more complete description of each matter can be found in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 29, 2023, as supplemented by the proxy supplement filed with the SEC on April 7, 2023.



Election of Directors


Director Name    Votes For      Votes

Shelly D. Guyer

     52,955,436        8,853,649        10,394,149  

Carole Ho, M.D.

     60,601,671        1,207,414        10,394,149  

William J. Rieflin

     60,233,209        1,575,876        10,394,149  

The Class I director nominees were elected to hold office until the Company’s 2026 annual meeting of stockholders and until their successors are duly elected and qualified.



Advisory Vote on Executive Compensation


Votes For


Votes Against




Broker Non-Votes

60,368,696   1,409,151   31,238   10,394,149

The stockholders of the Company approved, on an advisory basis, the compensation of the Company’s named executive officers.



Ratification of Selection of Independent Registered Public Accounting Firm


Firm    Votes For      Votes Against      Abstentions  

Ernst & Young LLP

     72,140,866        45,858        16,510  

The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    NGM Biopharmaceuticals, Inc.
Dated: May 12, 2023     By:  

/s/ Valerie Pierce

      Valerie Pierce
      Secretary, Senior Vice President, General Counsel and Chief Compliance Officer
NGM Biopharmaceuticals (NASDAQ:NGM)
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