Current Report Filing (8-k)
February 09 2018 - 4:48PM
Edgar (US Regulatory)
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): February 9, 2018
Myovant Sciences Ltd.
(Exact name of registrant as specified in its charter)
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Bermuda
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001-37929
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98-1343578
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.)
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Suite 1, 3
rd
Floor
11-12
St. Jamess Square
London SW1Y 4LB
United Kingdom
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Not Applicable
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(Address of principal executive office)
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(Zip Code)
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Registrants telephone number, including area code: +44 203 318 9709
(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:
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☐ 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))
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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 3.03
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Material Modifications to Rights of Security Holders.
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The information set forth in Item
5.07 is incorporated herein by reference.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On February 9, 2018, Myovant
Sciences Ltd. (the Company) held a Special General Meeting of Shareholders (the Special Meeting) in London, United Kingdom. At the Special Meeting, the shareholders considered and approved five proposals to amend the
Companys Second Amended and Restated
Bye-laws
(the Existing
Bye-laws),
each of which is described in more detail in the Companys definitive proxy
statement filed with the Securities and Exchange Commission on January 22, 2018. Set forth below is a brief description of each matter voted upon at the Special Meeting and the results with respect to each such matter.
A copy of the Companys Third Amended and Restated
Bye-Laws,
as approved at the Special Meeting,
is attached as Exhibit 3.1 to this Current Report on Form
8-K.
Of the 60,989,395 common shares outstanding and entitled to vote as of the record date, 56,038,515 shares, or 91.9%, were present or represented
by proxy at the Special Meeting.
Proposal No.
1
: The shareholders approved the amendment of the Existing
Bye-laws
to declassify the Companys Board of Directors so that directors are elected annually rather than for staggered three-year terms, by the following votes equaling 91.9% of the common shares outstanding
and entitled to vote as of the record date:
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Votes For
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Votes Against
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Abstain
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Broker
Non-Votes
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56,021,048
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16,927
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540
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0
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Proposal No.
2
: The shareholders approved the amendment of the Existing
Bye-laws
to modify certain shareholder proposal and nomination procedures, by the following votes equaling 85.4% of the common shares outstanding and entitled to vote as of the record date:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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52,060,000
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3,977,975
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540
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0
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Proposal No.
3
: The shareholders approved the amendment of the Existing
Bye-laws
to eliminate all supermajority voting requirements, by the following votes equaling 85.4% of the common shares outstanding and entitled to vote as of the record date:
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Votes For
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Votes Against
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Abstain
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Broker
Non-Votes
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52,072,864
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3,965,111
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540
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0
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Proposal No.
4
: The shareholders approved the amendment of the Existing
Bye-laws
to modify certain director removal and vacancy requirements to allow eligible shareholders to replace directors without cause at a special general meeting, by the following votes equaling 91.9% of the
common shares outstanding and entitled to vote as of the record date:
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Votes For
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Votes Against
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Abstain
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Broker
Non-Votes
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56,020,324
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17,051
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1,140
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0
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Proposal No.
5
: The shareholders approved the amendment of the Existing
Bye-laws
to revise certain other provisions in the Existing
Bye-laws,
by the following votes equaling 91.9% of the common shares outstanding and entitled to vote as of the
record date:
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Votes For
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Votes Against
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Abstain
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Broker
Non-Votes
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56,020,092
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17,283
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1,140
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0
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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Myovant Sciences Ltd.
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Date: February 9, 2018
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By:
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/s/ Frank Karbe
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Name: Frank Karbe
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Title:
Principal Financial and Accounting
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Officer
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