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): June 13, 2024

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G1 THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

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Delaware	001-38096	26-3648180
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


			700 Park Offices Drive Suite 200 Research Triangle Park, NC			27709
			(Address of principal executive offices)			(zip code)

Registrant’s telephone number, including area code: (919) 213-9835

___________________________

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:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			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

Name of each exchange

on which registered

Common stock, $0.0001 par value

GTHX

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging Growth Company o

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. o

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

On June 13, 2024, G1 Therapeutics, Inc. (the “Company”) held its 2024 annual meeting of stockholders. At the meeting, the stockholders: (1) re-elected each of Cynthia L. Flowers and John E. Bailey, Jr. to the Company’s Board of Directors, each as a Class I director for a term of three years to serve until the 2027 annual meeting of stockholders or until their respective successors have been elected and qualified or until their respective earlier death, resignation or removal (the “Election of Directors”); (2) approved, on a non-binding, advisory basis, compensation awarded or paid to the Company’s named executive officers for the fiscal year of 2023 (the “Advisory Vote on the Compensation of Our Named Executive Officers”); and (3) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (the “Ratification of Appointment of Independent Registered Public Accounting Firm”). The stockholders did not approve the proposal to amend and restate the Company’s Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation. A more complete description of these matters is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2024.

The number of votes cast in favor or against or withheld by the stockholders and, where applicable, the number of abstentions and the number of broker nonvotes on each of the foregoing matters are set forth below.

1. Election of Directors



Nominee	Shares Voted For	Shares Voted to Withhold Authority	Broker Nonvotes
Cynthia L. Flowers	15,551,849	4,429,769	16,596,262
John E. Bailey, Jr.	19,236,332	745,286	16,596,262

2. Advisory Vote on the Compensation of Our Named Executive Officers



Shares Voted For	Shares Voted Against	Shares Abstaining	Broker Nonvotes
16,706,545	3,182,510	92,563	16,596,262

3. Ratification of Appointment of Independent Registered Public Accounting Firm



Shares Voted For	Shares Voted Against	Shares Abstaining
35,199,177	1,155,216	223,487

4. Proposal to amend and restate the Company’s Certificate of Incorporation to include officer exculpation



Shares Voted For	Shares Voted Against	Shares Abstaining	Broker Nonvotes
18,803,243	1,138,569	39,806	16,596,262

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits


Exhibit No.			Description

104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.


	G1 THERAPEUTICS, INC.

	By:	/s/ Monica Roberts Thomas
		Monica Roberts Thomas
		Chief Legal and People Officer

Date: June 14, 2024

G1 Therapeutics, Inc. 8-K