Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 30, 2019



Calithera Biosciences, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-36644   27-2366329

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

343 Oyster Point Blvd. Suite 200

South San Francisco, California

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (650) 870-1000



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





Name of each exchange on which registered

Common Stock, 0.0001 par value   CALA   The Nasdaq Global Select 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.

On May 30, 2019, Calithera Biosciences, Inc. (“Calithera”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) at the Hilton Garden Inn, 670 Gateway Blvd., South San Francisco, California 94080. At the Annual Meeting, Calithera’s stockholders voted on two proposals, each of which is described in more detail in Calithera’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 5, 2019. The following is a brief description of each matter voted upon and the results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.

Proposal 1. Stockholders elected the three nominees for Class II directors to serve until Calithera’s 2022 Annual Meeting of Stockholders or until his or her respective successor has been duly elected and qualified. The voting results were as follows:


Director Name


Votes For


Votes Withheld


Broker Non-Votes

Deepa Pakianathan

   21,417,192    6,426,134    8,893,615

Jonathan G. Drachman

   21,625,417    6,217,909    8,893,615

Suzy Jones

   21,625,465    6,217,861    8,893,615

Proposal 2. Stockholders ratified the selection by the Audit Committee of the Board of Directors of Calithera of Ernst & Young LLP as Calithera’s independent registered public accounting firm for the year ending December 31, 2019. The voting results were as follows:


Votes For


Votes Against




Broker Non-Votes


   751,969    3,287,217    0


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.


    Calithera Biosciences, Inc.
Dated: June 3, 2019     By:  

/s/ Susan M. Molineaux


Susan M. Molineaux


President and Chief Executive Officer