Certificate of Incorporation/Bylaws - 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 8, 2023

MERSANA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38129		04-3562403
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

840 Memorial Drive Cambridge,Massachusetts		02139
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (617) 498-0020

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 (seeGeneral Instruction A.2. below):

¨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, $0.0001 par value	MRSN	The Nasdaq Stock Market LLC

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 8, 2023, Mersana Therapeutics, Inc. (the "Company") filed with the Secretary of State of the State of Delaware an amendment (the "Amendment") to the Company's Fifth Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation") to eliminate the supermajority voting requirement applicable to changes to Article IV thereof. The Amendment became effective on June 8, 2023 upon filing with the Secretary of State of Delaware.

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 8, 2023, the Company held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following five proposals: (1) to elect three Class III directors to serve until the Company's 2026 Annual Meeting of Stockholders and until their successors have been duly elected and qualified ("Proposal 1"), (2) to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as disclosed in the Company's definitive proxy statement on Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission on April 28, 2023 ("Proposal 2"), (3) to ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 ("Proposal 3"), (4) to approve an amendment to the Company's Certificate of Incorporation to eliminate the supermajority voting requirement applicable to changes to Article IV thereof ("Proposal 4" or the "Capitalization Supermajority Elimination Amendment"), and (5) to approve an amendment to the Company's Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation ("Proposal 5" or the "Officer Exculpation Amendment"). The final results of the voting on each proposal are set forth below.

Proposal 1 - Election of Directors

The Company's stockholders elected the three persons listed below as Class III directors, each to serve until the Company's 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The votes cast were as follows:

Nominees		For			Against			Abstain			Broker Non-Votes
Lawrence M. Alleva			65,003,908				20,432,157				99,800				3,162,354
David M. Mott			59,595,766				25,841,939				98,160				3,162,354
Anna Protopapas			84,637,194				802,325				96,346				3,162,354

Proposal 2 - Advisory Vote on Executive Compensation

The Company's stockholders approved Proposal 2. The votes cast were as follows:

For		Against		Abstain		Broker Non-Votes
65,694,662		19,740,414		100,789		3,162,354

Proposal 3 - Ratification of Selection of Independent Registered Public Accounting Firm

The Company's stockholders approved Proposal 3. The votes cast were as follows:

For		Against		Abstain
88,443,489		141,896		112,834

Proposal 4 - Capitalization Supermajority Elimination Amendment

The Company's stockholders approved Proposal 4. The votes cast were as follows:

For		Against		Abstain		Broker Non-Votes
85,329,428		85,206		121,231		3,162,354

Proposal 5 - Officer Exculpation Amendment

The Company's stockholders did not approve Proposal 5. The votes cast were as follows:

For			Against			Abstain			Broker Non-Votes
	68,905,230				16,218,366				412,269				3,162,354

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Fifth Amended and Restated Certificate of Incorporation, as amended, as of June 8, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	MERSANA THERAPEUTICS, INC.
Date: June 9, 2023	By:	/s/ Alejandra Carvajal
		Alejandra Carvajal
		Senior Vice President, Chief Legal Officer and Secretary

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