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 8, 2021
 
TRILLIUM THERAPEUTICS INC.
 
(Exact name of registrant as specified in its charter)
 
British Columbia, Canada	001-36596	Not applicable	
(State or other jurisdiction of incorporation)	 (Commission File Number)	(I.R.S. Employer Identification No.)	
 
Trillium Therapeutics USA Inc.
100 CambridgePark Drive, Suite 510
Cambridge, Massachusetts, 02140
USA
(Address of principal executive offices, including zip code)
 
(416) 595-0627
(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:
 
 ¨	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(s)	Name of each exchange on which registered	
Common Shares, no par value per share	TRIL	The Nasdaq Capital 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.
 
Trillium Therapeutics Inc. (the “Company”) held its Annual General and Special Meeting of Shareholders on June 8, 2021. The following is a summary of the matters voted on at that meeting:
 
 	1.	Seven nominees were elected to serve on the Company’s Board of Directors until the 2022 annual general meeting of shareholders or until their successors are elected and qualified. The results of the shareholders’ vote with respect to the election of such directors were as follows:	
 
 	 	Votes
For	 	 	Votes
Withheld	 	 	Broker
Non-Votes	 	
Luke Beshar	 	 	45,690,551	 	 	 	5,331,299	 	 	 	16,209,224	 	
Jan Skvarka	 	 	50,903,051	 	 	 	118,798	 	 	 	16,209,225	 	
Helen Tayton-Martin	 	 	50,766,458	 	 	 	255,391	 	 	 	16,209,225	 	
Paul Walker	 	 	41,737,821	 	 	 	9,284,029	 	 	 	16,209,224	 	
Michael Kamarck	 	 	50,875,937	 	 	 	145,912	 	 	 	16,209,225	 	
Paolo Pucci	 	 	50,842,785	 	 	 	179,065	 	 	 	16,209,224	 	
Scott Myers	 	 	50,879,347	 	 	 	142,503	 	 	 	16,209,224	 	
 
 	2.	The Company’s shareholders reappointed Ernst & Young, LLP, Chartered Professional Accountants, Licensed Public Accountants, as auditors of the Company for the ensuing year and authorized the directors to fix the remuneration to be paid to the auditors. The results of the shareholders’ vote were as follows:

Votes For	 	Votes
Withheld	 	Broker
Non-Votes	
67,130,594	 	100,479	 	1	

 

 	3.	The Company’s shareholders approved the non-binding, advisory vote on the compensation paid to the Company’s named executive officers. The results of the shareholders’ non-binding, advisory vote with respect to compensation paid to the Company’s named executive officers were as follows:	
 
Votes For	 	Votes
Withheld	 	Broker
Non-Votes	
50,509,825	 	512,025	 	16,209,224	
 
 	4.	The Company’s shareholders recommended that future advisory votes on the compensation paid to the Company’s named executive officers should be held every year. The results of the shareholders’ non-binding, advisory vote with respect to the frequency of future advisory votes on the compensation paid to the Company’s named executive officers were as follows:	
 
1 Year  	 	2 Years	 	3 Years	 	Broker Non-Votes	
50,375,749	 	51,174	 	115,072	 	16,689,079	 	
 
Based on the Board of Directors’ recommendation in the Management Information Circular and Proxy Statement for the Company’s 2021 Annual General and Special Meeting of Shareholders, the voting results on this proposal and its consideration of the appropriate voting frequency for the Company at this time, the Company’s Board of Directors has determined that the Company will hold an advisory vote on the compensation of the Company’s named executive officers every year until the next required vote on the frequency of such advisory votes.
 
On June 9, 2021, the Company issued a press release containing information about the voting results of the Company’s Annual General and Special Meeting of Shareholders. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
 
Item 9.01    Financial Statements and Exhibits.
 
(d) Exhibits:
 
Exhibit Number	 	Description	
99.1	 	Press release issued by Trillium Therapeutics Inc. dated June 9, 2021	

 

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: June 9, 2021	Trillium Therapeutics Inc.	
 	 	
 	By:	/s/ James Parsons	
 	 	Name: James Parsons	
 	 	Title: Chief Financial Officer	

 

 Exhibit 99.1

FOR IMMEDIATE RELEASE	NASDAQ:TRIL	
 	TSX: TRIL	
 
TRILLIUM ANNOUNCES VOTING RESULTS FROM THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
 
CAMBRIDGE, MA, June 9, 2021 – Trillium Therapeutics Inc. (NASDAQ/TSX: TRIL) (the “Corporation”), a clinical stage immuno-oncology company developing innovative therapies for the treatment of cancer, announced the voting results from its Annual General and Special Meeting of Shareholders (the “Meeting”) held on June 8, 2021.
 
The results of the director elections were as follows:
 
Name	 	Votes in Favor	 	 	% Votes in Favor	 	 	Votes Withheld	 	 	% Votes Withheld	 	
Mr. Luke Beshar	 	 	45,690,551	 	 	 	89.6	 	 	 	5,331,299	 	 	 	10.4	 	
Dr. Michael Kamarck	 	 	50,875,937	 	 	 	99.7	 	 	 	145,912	 	 	 	0.3	 	
Mr. Scott Myers	 	 	50,879,347	 	 	 	99.7	 	 	 	142,503	 	 	 	0.3	 	
Mr. Paolo Pucci	 	 	50,842,785	 	 	 	99.7	 	 	 	179,065	 	 	 	0.3	 	
Dr. Jan Skvarka	 	 	50,903,051	 	 	 	99.8	 	 	 	118,798	 	 	 	0.2	 	
Dr. Helen Tayton-Martin	 	 	50,766,458	 	 	 	99.5	 	 	 	255,391	 	 	 	0.5	 	
Mr. Paul Walker	 	 	41,737,821	 	 	 	81.8	 	 	 	9,284,029	 	 	 	18.2	 	
 
The shareholders of the Corporation also voted to reappoint Ernst & Young LLP, Chartered Professional Accountants, Licensed Public Accountants as auditors of the Corporation for the ensuing year. In addition, the shareholders approved the non-binding, advisory vote on the compensation paid to the Corporation’s named executive officers and recommended that future advisory votes on the compensation paid to the Corporation’s named executive officers should be held every year. For complete voting results on all matters approved at the Meeting, please see the Corporation’s Report of Voting Results dated June 9, 2021 available on SEDAR at www.sedar.com and the Current Report on Form 8-K filed on EDGAR.

 

About Trillium Therapeutics
 
Trillium is an immuno-oncology company developing innovative therapies for the treatment of cancer. The company’s two clinical programs, TTI-622 and TTI-621, target CD47, a “don’t eat me” signal that cancer cells frequently use to evade the immune system.
 
For more information visit: www.trilliumtherapeutics.com
 
Company Contact:
Rosemary Harrison
SVP, Corporate Development and Strategy
Trillium Therapeutics Inc.
416-595-0627 x225
investors@trilliumtherapeutics.com
www.trilliumtherapeutics.com
 
Media Relations:
Mike Beyer
Sam Brown Inc.
312-961-2502
mikebeyer@sambrown.com

-2-