8-K/A

BENITEC BIOPHARMA INC.

Date: January 21, 2022

/s/ Jerel A. Banks

Jerel A. Banks

Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 19, 2022 (December 8, 2021)

BENITEC BIOPHARMA INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39267

84-4620206

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


3940 Trust Way, Hayward, California		94545
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (510) 780-0819

(Former Name or Former Address, if Changed Since Last Report): Not Applicable

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())

☐	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 $0.0001

BNTC

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 5.07

Submission of Matters to a Vote of Security Holders.

As previously reported in the Current Report on Form 8-K filed by Benitec Biopharma Inc. (the “Company”) on December 13, 2021 (the “Original Form 8-K”), in a non-binding advisory vote held at the Company’s 2021 Annual Meeting of Stockholders on December 8, 2021 on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers (“Say-on-Pay Votes”), the Company’s stockholders expressed their preference for a Say-on-Pay Vote to be conducted annually. On January 19, 2022, the Company’s board of directors determined that future Say-on-Pay Votes will be conducted every one year. The Company’s board of directors will re-evaluate this determination after the next stockholder advisory vote on the frequency of Say-on-Pay Votes. The sole purpose of this amendment to the Original Form 8-K filed is to disclose the Company’s decision regarding how frequently it will conduct future Say-on-Pay Votes. No other changes have been made to the Original Form 8-K.