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): August 31, 2018   
Myovant Sciences Ltd.
(Exact name of registrant as specified in its charter)  
 
 
 
 
 
Bermuda
 
001-37929
 
98-1343578
(State or other jurisdiction
of incorporation)
 
(Commission File No.)
 
(I.R.S. Employer Identification No.)
 
 
Suite 1, 3 rd  Floor
11-12 St. James’s Square
London SW1Y 4LB
United Kingdom
 
Not Applicable
(Address of principal executive office)
 
(Zip Code)

Registrant’s 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:
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))
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    x
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.    x


Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 31, 2018, Myovant Sciences Ltd. (the “ Company ”) held its 2018 Annual General Meeting of Shareholders (the “ Annual Meeting ”) in London, United Kingdom. At the Annual Meeting, the shareholders considered and approved two proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 25, 2018. Of the 64,891,218 common shares outstanding as of July 2, 2018, the record date for the Annual Meeting, 60,639,094 shares, or 93.44%, were present or represented by proxy at the Annual Meeting. Set forth below is a brief description of each matter voted upon and the results with respect to each such matter.
Proposal No. 1 : Mark Altmeyer, Terrie Curran, Mark Guinan, Keith Manchester, M.D., Vivek Ramaswamy, Kathleen Sebelius, and Lynn Seely, M.D. were elected to serve as directors for a one year term by the following votes:
Name
 
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes
Mark Altmeyer
 
56,475,794

 
3,460,182

 
3,958

 
699,160

Terrie Curran
 
59,838,451

 
97,980

 
3,503

 
699,160

Mark Guinan
 
59,838,558

 
97,773

 
3,603

 
699,160

Keith Manchester, M.D.
 
55,814,588

 
4,121,743

 
3,603

 
699,160

Vivek Ramaswamy
 
56,441,760

 
3,494,571

 
3,603

 
699,160

Kathleen Sebelius
 
59,837,491

 
99,400

 
3,043

 
699,160

Lynn Seely, M.D.
 
56,539,943

 
3,398,710

 
1,281

 
699,160

  Proposal No. 2 : The shareholders ratified the selection by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending March 31, 2019, the appointment of Ernst & Young LLP as the Company’s auditor for statutory purposes under the Bermuda Companies Act 1981, as amended, for the Company’s fiscal year ending March 31, 2019, and the authorization of the Company’s Board of Directors, through the Audit Committee, to set the remuneration for Ernst & Young LLP as the Company’s auditor for the Company’s fiscal year ending March 31, 2019, by the following votes:
 
 
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes
 
 
60,636,156

 
2,507

 
431

 
—




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.
 
 
 
Myovant Sciences Ltd.
 
 
 
 
 
 
Date: September 4, 2018
By:
/s/ Frank Karbe
 
 
Name: Frank Karbe
 
 
Title: Principal Financial and Accounting Officer


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