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): June 19, 2019



Gritstone Oncology, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-38663   47-4859534
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification Number)

5858 Horton Street, Suite 210

Emeryville, California 94608

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (510) 871-6100



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, par value $0.0001   GRTS   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 Security Holders.

On June 19, 2019, Gritstone Oncology, Inc. (the “Company”) held its 2019 annual meeting of stockholders (the “Annual Meeting”). Only stockholders of record at the close of business on April 22, 2019, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 29,202,135 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 22,001,430 shares of the Company’s common stock were voted in person or by proxy for the two proposals set forth below, each of which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2019.

Proposal No. 1 – Election of Directors

The Company’s stockholders elected the Class I director nominees below to the Company’s Board of Directors (the “Board”) to hold office until the 2022 Annual Meeting of Stockholders or until their successors are elected.


Class I Director Nominees

   Votes For      Votes Withheld      Broker Non-Votes  

Andrew Allen, M.D., Ph.D.

     18,551,353        813,383        2,636,694  

Judith Li

     13,357,620        6,007,116        2,636,694  

Proposal No. 2 – Ratification of Selection of Independent Registered Accounting Firm

The Company’s stockholders ratified the selection, by the Audit Committee of the Board, of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2019.


Votes For    Votes Against    Abstentions    Broker Non-Votes
21,997,633    3,776    21    0


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.


Date: June 21, 2019   GRITSTONE ONCOLOGY, INC.

/s/ Jean-Marc Bellemin

    Jean-Marc Bellemin
    Executive Vice President, Chief Financial Officer