Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On September 29, 2020, the Company held a virtual Special Meeting of
Stockholders (the "Special Meeting"), where the stockholders of the Company
approved the Larimar Therapeutics, Inc. 2020 Equity Incentive Plan (the "2020
Plan") and certain conditional grants thereunder, which had previously been
approved by the Company's Board of Directors, subject to stockholder approval.
A detailed summary of the material terms of the 2020 Plan is set forth in the
Company's definitive proxy statement for the Special Meeting filed with the U.S.
Securities and Exchange Commission on August 19, 2020 (the "Proxy Statement"),
which such description is incorporated herein by reference.
The 2020 Plan provides for the grant of incentive stock options, nonqualified
stock options, stock appreciation rights, restricted stock, restricted stock
units and cash or other stock based awards. The number of shares authorized for
issuance under the 2020 Plan consists of (i) 1,700,000 shares of the Company's
common stock plus (ii) an annual increase on January 1, 2021 and each
anniversary of such date thereafter through January 1, 2030, equal to the lesser
of (A) 4% of the shares issued and outstanding on the last day of the
immediately preceding fiscal year and (B) such smaller number of shares as
determined by the Board (the "Share Pool"). However, if any award previously
granted under the Zafgen Inc. 2014 Stock Option and Incentive Plan, as amended
(the "2014 Plan") or its predecessor, the Zafgen Inc. 2006 Stock Option Plan, as
amended (collectively, the "Prior Plans"), expires, terminates, is canceled or
is forfeited for any reason after the approval of the 2020 Plan, the shares
subject to that award will be added to the Share Pool so that they can be
utilized for new grants under the 2020 Plan. Similarly, following the approval
of the 2020 Plan, shares that are withheld from an award issued under a Prior
Plan for the payment of taxes or in satisfaction of the exercise price for an
option award, will be added to the Share Pool so that they can be utilized for
new grants under the 2020 Plan.
The descriptions of the 2020 Plan contained herein and in the Proxy Statement do
not purport to be complete and are qualified in their entirety by reference to
the full text of the 2020 Plan and the Company's Form of Stock Option Grant
Notice and Award Agreement, a copy of which are each attached hereto as Exhibits
10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 29, 2020, the Company held the Special Meeting virtually. As of
August 12, 2020, the record date for the Special Meeting, there were 15,356,206
outstanding shares of the Company's common stock entitled to vote at the Special
Meeting. The following is a brief description of the final voting results for
the proposal submitted to a vote of stockholders at the Special Meeting, which
is described in detail in the Proxy Statement.
Proposal - Approval of the 2020 Equity Incentive Plan and Certain Conditional
Grants Thereunder. The 2020 Plan and certain conditional grants thereunder was
approved, as follows:
Votes For Votes Against Abstentions Broker Non-Votes
11,087,345 1,861,258 59,310 0
No further business was brought before the Special Meeting.
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Item 9.01 Financial Statements and Exhibits.
Exhibits.
(d) Exhibits
Exhibit
No. Document
10.1 Larimar Therapeutics, Inc. 2020 Equity Incentive Plan
10.2 Larimar Therapeutics, Inc. Form of Stock Option Grant Notice and
Award Agreement
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LARIMAR THERAPEUTICS, INC. 
