Form 8-K












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 26, 2018




(Exact name of Registrant as Specified in Its Charter)




Delaware   001-37465   27-4326290

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

200 Sidney Street

Cambridge, MA

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 945-9626

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.  

On June 26, 2018, Seres Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders. A total of 38,498,469 shares of common stock were present in person or represented by proxy at the meeting, representing approximately 94.7 percent of the Company’s outstanding common stock as of the April 27, 2018 record date. The following are the voting results for the proposals considered and voted upon at the meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 30, 2018.

Item 1 — Election of three Class III directors to serve until the 2021 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.


NOMINEE   Votes FOR     Votes WITHHELD     Broker Non-Votes  

Noubar B. Afeyan, Ph.D.

    31,689,669       1,348,844       5,459,956  

Grégory Behar

    32,022,317       1,016,196       5,459,956  

Kurt C. Graves

    23,192,033       9,846,480       5,459,956  

Item 2 — Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018.


Votes FOR    Votes AGAINST    Votes ABSTAINED    Broker Non-Votes


   48,636    3,430    0

Based on the foregoing votes, Noubar B. Afeyan, Ph.D., Grégory Behar, and Kurt C. Graves were elected as Class III directors and Item 2 was approved.


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 27, 2018     By:  

/s/ Thomas J. DesRosier

      Name:   Thomas J. DesRosier
      Title:   Chief Legal Officer