Submission of Matters to a Vote of Security Holders - Form 8-K

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 28, 2022

MAGENTA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38541		81-0724163
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

100 Technology Square Cambridge, Massachusetts		02139
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (857)242-0170

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		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 Par Value		MGTA		The Nasdaq Global 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 June 28, 2022, Magenta Therapeutics, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") to consider and vote on the two proposals set forth below, each of which is described in greater detail in the Company's Definitive Proxy Statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on May 2, 2022. The final voting results for the Annual Meeting are set forth below.

Proposal 1 - Election of Class I Directors

The stockholders of the Company elected Thomas O. Daniel, M.D. and Amy Lynn Ronneberg as class I directors, to serve until the 2025 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal. The results of the stockholders' vote with respect to the election of each class I director were as follows:

Name		Votes For			Votes Withheld			Broker Non-Votes
Thomas O. Daniel, M.D.			29,064,311				7,962,396				16,120,189
Amy Lynn Ronneberg			27,364,344				9,662,363				16,120,189

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders of the Company ratified the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. The results of the stockholders' vote with respect to such ratification were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
52,877,344		249,235		20,317		-

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SIGNATURES

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.

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