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 14, 2016



Calithera Biosciences, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-36644   27-2366329
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


343 Oyster Point Blvd. Suite 200

South San Francisco, California

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (650) 870-1000



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))




Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 14, 2016, Calithera Biosciences, Inc. (“Calithera”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”) at Embassy Suites Hotel, 250 Gateway Boulevard, South San Francisco, California 94080. At the Annual Meeting, Calithera’s stockholders voted on two proposals, each of which is described in more detail in Calithera’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 29, 2016. The following is a brief description of each matter voted upon and the results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.

Proposal 1. Stockholders elected the two nominees for Class II directors to serve until Calithera’s 2019 Annual Meeting of Stockholders or until his or her respective successor has been duly elected and qualified. The voting results were as follows:


Director Name

   Votes For      Votes Withheld      Broker

Jonathan Drachman, M.D.

     12,795,554         412,295         3,322,236   

Deepa Pakianathan, Ph.D.

     12,518,742         689,107         3,322,236   

Proposal 2. Stockholders ratified the selection by the Audit Committee of the Board of Directors of Calithera of Ernst & Young LLP as Calithera’s independent registered public accounting firm for the year ending December 31, 2016. The voting results were as follows:


Votes For

   Votes Against    Abstentions    Broker


   135,232    24,091    0


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.


  Calithera Biosciences, Inc.
Dated: June 16, 2016   By:  

/s/ William D. Waddill

    William D. Waddill
    Senior Vice President, Chief Financial Officer,
Treasury and Secretary