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): December 01, 2025

     

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)

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))

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.

On December 1, 2025, Benitec Biopharma Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). The 2025 Annual Meeting was held virtually. A total of 22,327,761 shares of the Company’s common stock were present or represented by proxy at the 2025 Annual Meeting, representing 85.06% of the issued and outstanding shares entitled to vote at the meeting. The proposals voted upon and the final results of the vote were as follows:

Proposal 1 – Election of Directors. The results were as follows:


Nominee	For	Withheld	Broker Non-Votes
Dr. Jerel Banks	22,150,169	101,379	76,213
Megan Boston	21,693,741	557,807	76,213

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm. The results were as follows:


For	Against	Abstain
22,252,834	4,787	70,140

Proposal 3 – Advisory Vote on Executive Compensation. The results were as follows:


For	Against	Abstain	Broker Non-Votes
17,239,339	4,939,686	72,523	76,213

Each of the proposals received the required number of votes to be approved by the Company’s stockholders.

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.


			benitec biopharma inc.

Date:	December 2, 2025	By:	/s/ Dr. Jerel A. Banks
			Name: Dr. Jerel A. Banks Title: Chief Executive Officer

Benitec Biopharma Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders