Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
May 22 2023 - 4:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2023
Commission File Number: 001-38452
MEREO BIOPHARMA GROUP PLC
(Translation of registrants name into English)
4th Floor, One Cavendish Place,
London, W1G 0QF, United Kingdom
(Address of principal executive office)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Submission of Matters to a Vote of Security Holders.
On May 22, 2023, Mereo BioPharma Group plc (the Company) held its 2023 Annual General Meeting of Shareholders (the AGM), and all
resolutions were passed as proposed. Of the ordinary shares entitled to vote, there were 330,665,256 ordinary shares represented in person or by proxy at the AGM. The matters voted upon at the AGM, and the final results of such voting are set forth
below. A vote withheld is not a vote in law and votes withheld had no effect on the proposals.
Resolution 1
That the Companys annual report and accounts for the financial year ended December 31, 2022, together with the directors report and
independent auditors report thereon, be received and adopted.
References in Resolution 1 above to the Companys annual report are to the
Companys U.K. annual report for the year ended December 31, 2022. The Companys annual financial statements, the directors report and the independent auditors report for the financial year ended December 31, 2022
were sent to and/or made available to shareholders from March 28, 2023 and can be accessed at www.mereobiopharma.com/investors/results-reports-and-presentation
which is an inactive textual reference only and no part of such website is incorporated herein by reference.
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Vote for |
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% of shares voted |
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Votes against |
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% of shares voted |
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Votes withheld |
321,403,756 |
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97.48% |
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8,321,255 |
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2.52% |
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940,245 |
Resolution 2
That BDO LLP be re-appointed as auditors to hold office from the conclusion of the AGM until the conclusion of the next Annual General Meeting at which the Companys annual report and accounts are presented.
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Vote for |
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% of shares voted |
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Votes against |
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% of shares voted |
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Votes withheld |
321,994,556 |
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97.51% |
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8,235,780 |
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2.49% |
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439,920 |
Resolution 3
That the directors
of the Company be authorized to determine BDO LLPs remuneration.
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Vote for |
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% of shares voted |
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Votes against |
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% of shares voted |
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Votes withheld |
319,730,521 |
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96.88% |
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10,281,225 |
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3.12% |
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653,510 |
Resolution 4
That the
directors remuneration report (excluding the directors remuneration policy, set out on pages 21 to 30 of the directors remuneration report), as set out in the Companys annual report and accounts for the financial year ended
December 31, 2022, be approved.
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Vote for |
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% of shares voted |
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Votes against |
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% of shares voted |
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Votes withheld |
288,674,726 |
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87.48% |
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41,332,110 |
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12.52% |
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668,420 |
Resolution 5
That the directors remuneration policy set out on pages 21 to 30 of the directors remuneration report, as set out in the Companys annual
report and accounts for the financial year ended December 31, 2022, be approved.
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Vote for |
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% of shares voted |
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Votes against |
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% of shares voted |
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Votes withheld |
276,586,051 |
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83.81% |
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53,425,295 |
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16.19% |
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653,910 |
Resolution 6
That
Dr. Annalisa Jenkins be re-appointed as a director of the Company.
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Vote for |
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% of shares voted |
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Votes against |
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% of shares voted |
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Votes withheld |
318,076,131 |
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96.45% |
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11,716,240 |
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3.55% |
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872,885 |
Resolution 7
That Justin
Roberts be re-appointed as a director of the Company.
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Vote for |
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% of shares voted |
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Votes against |
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% of shares voted |
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Votes withheld |
291,334,631 |
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88.33% |
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38,503,430 |
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11.67% |
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827,195 |
Resolution 8
That
Dr. Daniel Shames be re-appointed as a director of the Company.
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Vote for |
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% of shares voted |
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Votes against |
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% of shares voted |
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Votes withheld |
319,156,736 |
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96.82% |
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10,483,345 |
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3.18% |
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1,025,175 |
Resolution 9
That Marc
Yoskowitz be re-appointed as a director of the Company.
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Vote for |
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% of shares voted |
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Votes against |
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% of shares voted |
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Votes withheld |
318,759,351 |
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96.69% |
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10,903,710 |
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3.31% |
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1,002,195 |
Resolution 10
That the Directors are authorized in accordance with section 551 of the Companies Act 2006 to allot shares in the Company and to grant rights to subscribe for
or convert any security into shares in the Company up to a maximum nominal amount of £2,494,456.76, representing 133 per cent. of the aggregate nominal amount of Companys issued share capital as at April 10, 2023. The authority
set out in Resolution 10 will expire on June 30, 2026 and would replace the existing authority granted at the general meeting of the Company held on February 1, 2021.
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Vote for |
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% of shares voted |
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Votes against |
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% of shares voted |
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Votes withheld |
272,438,021 |
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82.61% |
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57,344,490 |
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17.39% |
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882,745 |
Resolution 11
That subject to
the passing of Resolution 10, the Directors are authorized to allot shares for cash on a non-pre-emptive basis up to a maximum nominal amount of £2,494,456.76,
representing 133 per cent. of the aggregate nominal amount of Companys issued share capital as at April 10, 2023. The authority set out in Resolution 11 will expire on June 30, 2026.
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Vote for |
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% of shares voted |
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Votes against |
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% of shares voted |
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Votes withheld |
272,692,731 |
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82.69% |
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57,082,400 |
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17.31% |
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890,125 |
Based on the foregoing votes, the shareholders re-elected each of Dr. Annalisa
Jenkins, Justin Roberts, Dr. Daniel Shames and Marc Yoskowitz as directors, and approved Resolutions 1, 2, 3, 4, 5, 10 and 11.
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.
Date: May 22, 2023
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MEREO BIOPHARMA GROUP PLC |
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By: |
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/s/ Charles Sermon |
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Name: Charles Sermon |
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Title: General Counsel |
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