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 21, 2017

Zafgen, Inc.
(Exact name of registrant as specified in its charter)

 
 	 	 	 	 	
DELAWARE	 	001-36510	 	20-3857670	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(I.R.S. Employer
Identification No.)	

175 Portland Street, 4th Floor
Boston, Massachusetts	 	02114	
(Address of principal executive offices)	 	(Zip Code)	
Registrant’s telephone number, including area code (617) 622-4003
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))
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.
Zafgen, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 21, 2017. As of April 24, 2017, the record date for the Annual Meeting, there were 27,372,851 outstanding shares of the Company’s common stock. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (“SEC”) on April 28, 2017: (i) to elect Thomas E. Hughes, Ph.D., John L. LaMattina, Ph.D. and Frank E. Thomas as Class III directors of the Company to each serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2020 and until their successors have been duly elected and qualified (“Proposal 1”), and (ii) to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 (“Proposal 2”).
The Company’s stockholders approved the Class III director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for Class III directors as follows:

Class III Director Nominee	 	For	 	Withhold	 	Broker Non-Votes	
Thomas E. Hughes, Ph.D.	 	15,298,687	 	1,788,982	 	5,791,266	
John L. LaMattina, Ph.D.	 	15,290,297	 	1,797,372	 	5,791,266	
Frank E. Thomas	 	15,293,167	 	1,794,502	 	5,791,266	
The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:

For	 	Against	 	Abstain	
22,725,359	 	134,853	 	18,723	
No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.
*     *     *

SIGNATURE
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 23, 2017	 	 	 	ZAFGEN, INC.	
 	 	 	 	
 	 	 	 	By:	 	/s/ Thomas E. Hughes	
 	 	 	 	 	 	Thomas E. Hughes, Ph.D.	
 	 	 	 	 	 	President and Chief Executive Officer