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) May 29, 2019



Tocagen Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-38052   26-1243872

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

4242 Campus Point Court, Suite 500

San Diego, California

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (858) 412-8400



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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, par value

$0.001 per share

  TOCA   The Nasdaq Global Select 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 May 29, 2019, Tocagen Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 4, 2019, the record date for the Annual Meeting, 23,270,962 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.

A total of 17,436,475 shares of the Company’s common stock were present at the Annual Meeting in person or by proxy, which represents approximately 75% of the shares of the Company’s common stock outstanding as of the record date for the Annual Meeting.

Proposal 1. Election of Directors.

The Company’s stockholders elected the three persons listed below as Class II Directors, each to serve until the Company’s 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The final voting results are as follows:



   Votes For      Votes

Franklin M. Berger

     5,365,864        3,754,820        8,315,791  

Lori Kunkel, M.D.

     7,720,648        1,400,036        8,315,791  

David Parkinson, M.D.

     4,999,706        4,120,978        8,315,791  

Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the selection of Ernst & Young LLP by the Audit Committee of the Company’s Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The final voting results are as follows:


Votes For


Votes Against




Broker Non-Votes

16,807,037    40,487    588,951   


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.


    Tocagen Inc.
Dated: May 31, 2019     By:   /s/ Mark Foletta
      Mark Foletta
      Executive Vice President, Chief Financial Officer