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) May 7, 2020

___________________

Cassava Sciences, Inc.

(Exact name of registrant as specified in its charter)

___________________

Delaware

 

000-29959

 

91-1911336

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)



7801 N Capital of Texas Highway, Suite 260

Austin, Texas 78731

(Address of principal executive offices, including zip code)

(512) 501-2444

(Registrant’s telephone number, including area code)



Not Applicable

(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 (see General Instruction A.2 below):

 



 

Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))



  

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.001 par value

 

SAVA

 

NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 Submission of Matters to a Vote of Security Holders.



The Annual Meeting of Stockholders of Cassava Sciences, Inc. was held on May 7, 2020. Of the 24,729,902 shares of our common stock entitled to vote at the meeting, 19,187,807 shares, representing approximately 78% of the total votes eligible to be cast, were represented at the meeting in person or by proxy, constituting a quorum. Final results of the stockholder vote on each proposal brought before the Annual Meeting were as follows:



Proposal One Both of the two  (2) nominees for election to the Board of Directors were elected to serve for a three-year term, and until their successors are duly elected and qualified, based upon the following votes:







 

 

 

 

 

 

 

Director

 

For

 

Withheld

 

Broker Non-Vote

 

Robert Z. Gussin, Ph.D.

 

3,913,291

 

3,366,169

 

11,908,347

 

Saira Ramasastry

 

4,206,933

 

3,072,527

 

11,908,347

 



Proposal Two – Amendment No. 1 to the Cassava Sciences, Inc. 2018 Omnibus Incentive Plan, which increases the authorized number of shares by 2,000,000, so that a total of 3,000,000 shares are authorized to be granted under the Cassava Sciences, Inc. 2018 Omnibus Incentive Plan, as amended, was not approved based upon the following votes:





 

 

 

 

 

 

 



For

 

Against

 

Abstain

 

Broker Non -Vote



3,080,682

 

4,104,257

 

94,521

 

11,908,347



Proposal Three – The appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2020, was ratified based upon the following votes:





 

 

 

 

 

 



For

 

Against

 

Abstain

 



18,831,840

 

323,609

 

32,358

 



Proposal Four – The Company’s 2019 executive compensation was not approved, on a non-binding advisory basis, based upon the following votes:





 

 

 

 

 

 

 



For

 

Against

 

Abstain

 

Broker Non -Vote



2,752,616

 

4,315,332

 

211,512

 

11,908,347



 


 



SIGNATURE



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 thereunto duly authorized.







 

 

 



CASSAVA SCIENCES, INC.

 



a Delaware corporation

 

 

 

 

 

Date:   May 11, 2020

 

 

 

 

By:

/s/ ERIC J. SCHOEN

 

 

 

Eric J. Schoen

 

 

 

Chief Financial Officer