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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amendment No. 2 to the Dogwood Therapeutics, Inc. Amended and Restated Equity Incentive Plan.
On June 18, 2025, Dogwood Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved Amendment No. 2 (“Amendment No. 2”) to the Dogwood Therapeutics, Inc. Amended and Restated Equity Incentive Plan (the “Plan”), which was approved by the Company’s Board of Directors on April 17, 2025. Amendment No. 2 modifies the Plan to increase the number of shares of common stock of the Company reserved for issuance under the Plan by an additional 108,612 shares, increasing the total number of shares under the Plan from 82,500 shares to 191,112 shares. The foregoing description of Amendment No. 2 is qualified in its entirety by reference to the full text of the Plan as amended by Amendment No. 2, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. The full text of the Plan, as amended, attached hereto as Exhibit 10.1 reflects automatic adjustments made to the Plan pursuant to its terms following the effectiveness of the Company’s 25-for-1 reverse stock split on October 9, 2024.
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Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 18, 2025, the Company held its Annual Meeting. Present at the Annual Meeting in person or by proxy were holders of 921,595 shares of common stock of the Company, representing 48.22% of the voting power of the shares of common stock of the Company as of the close of business on April 29, 2025, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. All matters voted upon at the Annual Meeting were approved with the required votes. The matters that were voted upon at the Annual Meeting, and the number of votes cast for, withheld or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.
1. Election of Directors.
The following seven nominees were elected to serve as directors of the Company, with the following votes tabulated:
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| | For | | | Withheld | | | Broker Non-Vote | |
Abel De La Rosa, Ph.D. | | | 280,845 | | | | 1,941 | | | | 638,809 | |
Greg Duncan | | | 280,056 | | | | 2,730 | | | | 638,809 | |
David Keefer | | | 279,347 | | | | 3,439 | | | | 638,809 | |
John C. Thomas, Jr. | | | 279,276 | | | | 3,510 | | | | 638,809 | |
Melvin Toh, M.B.B.S. | | | 280,924 | | | | 1,862 | | | | 638,809 | |
Richard J. Whitley, M.D. | | | 280,166 | | | | 2,620 | | | | 638,809 | |
Alan Yu | | | 281,022 | | | | 1,764 | | | | 638,809 | |
2. Ratification of the appointment of Forvis Mazars, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.
The appointment of Forvis Mazars, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified, with the following votes tabulated:
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For | | | Against | | | Abstain | | | Broker Non-Vote | |
| 888,808 | | | | 31,671 | | | | 1,116 | | | | — | |
