Current Report Filing (8-k)
June 25 2020 - 5:17PM
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): June 19, 2020
Minerva Neurosciences, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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001-36517
(Commission
File
Number)
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26-0784194
(IRS Employer
Identification No.)
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1601 Trapelo Road
Suite 286
Waltham, MA
(Address of Principal Executive Offices)
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02451
(Zip Code)
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Registrants telephone number, including area code:
(617) 600-7373
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)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.0001 par value per share
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NERV
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The Nasdaq Global Market
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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 5.07
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Submission of Matters to a Vote of Security Holders.
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The results of matters submitted to a stockholder vote at the Annual Meeting of Stockholders of Minerva Neurosciences, Inc. (the
Company) held on June 19, 2020 (the 2020 Annual Meeting) are as follows:
Proposal 1: Election of
Directors. Two nominees were elected to serve on the Companys Board of Directors until the 2023 annual meeting of stockholders and until their successors are elected and qualified with the votes set forth below:
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Nominee
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For
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Withheld
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Broker
Non-Votes
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Dr. David Kupfer
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26,770,854
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2,946,854
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4,610,982
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Mr. Jan van Heek
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26,918,380
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2,799,328
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4,610,982
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Proposal 2: Approval of the Companys Amended and Restated 2013 Equity Incentive Plan. The
Companys stockholders approved Proposal 2. The votes cast were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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22,980,234
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6,722,461
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15,013
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4,610,982
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Proposal 3: Approval, on an Advisory Basis, of the Compensation of the Companys Named Executive
Officers. The Companys stockholders approved Proposal 3. The votes cast were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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29,553,776
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151,334
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12,598
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4,610,982
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Proposal 4: Approval, on an Advisory Basis, of the Frequency of Solicitation of Future Advisory Stockholder
Approval of Named Executive Officer Compensation. The Companys stockholders approved under Proposal 4 a vote every one year. The votes cast were as follows:
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One
Year
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Two
Years
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Three
Years
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Abstain
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Broker
Non-Votes
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28,182,878
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105,874
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1,418,663
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10,293
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4,610,982
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Based on the Board of Directors recommendation in the Companys proxy statement for the 2020 Annual
Meeting, the voting results on Proposal 4 and its consideration of the appropriate voting frequency for the Company at this time, the Companys Board of Directors determined that the Company will hold an advisory vote on the compensation
of the Companys named executive officers every year.
Proposal 5: Ratification of Deloitte & Touche LLP as
the independent registered public accounting firm for the Companys fiscal year ending December 31, 2020. The selection of Deloitte & Touche LLP as the Companys independent registered public accounting firm
for the fiscal year ending December 31, 2020 was ratified with the votes set forth below:
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For
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Against
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Abstain
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Broker
Non-Votes
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34,287,216
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31,757
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9,717
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0
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SIGNATURE
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.
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Minerva Neurosciences, Inc.
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Date: June 25, 2020
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/s/ Geoffrey Race
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Geoffrey Race
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Executive Vice President, Chief Financial Officer and Chief Business Officer
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