Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 23, 2019, Myovant Sciences Ltd. (the “Company”)
held its 2019 Annual General Meeting of Shareholders (the “Annual Meeting”) in London, United Kingdom. At the Annual Meeting, the shareholders considered and
approved four 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, 2019 (the “Proxy Statement”). Of the 89,622,626 common shares outstanding as of July 1, 2019, the record date for the Annual Meeting, 82,295,985 common shares, or 91.82%, 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: Terrie Curran, Mark Guinan, Myrtle Potter, Vivek Ramaswamy, Kathleen Sebelius, Lynn Seely, M.D., and Frank Torti, 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
|
Terrie Curran
|
|
77,498,086
|
|
3,495,070
|
|
35,677
|
|
1,267,152
|
Mark Guinan
|
|
77,509,218
|
|
3,483,838
|
|
35,777
|
|
1,267,152
|
Myrtle Potter
|
|
66,122,187
|
|
14,865,958
|
|
40,688
|
|
1,267,152
|
Vivek Ramaswamy
|
|
66,720,499
|
|
14,272,657
|
|
35,677
|
|
1,267,152
|
Kathleen Sebelius
|
|
77,527,881
|
|
3,465,376
|
|
35,576
|
|
1,267,152
|
Lynn Seely, M.D.
|
|
66,758,598
|
|
14,235,160
|
|
35,075
|
|
1,267,152
|
Frank Torti, M.D.
|
|
66,146,214
|
|
14,841,831
|
|
40,788
|
|
1,267,152
|
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, 2020, 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, 2020, 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, 2020, by the following votes:
Votes For
|
|
Votes Against
|
|
Abstain
|
|
Broker Non-Votes
|
82,248,410
|
|
24,906
|
|
22,669
|
|
—
|
Proposal No. 3: The shareholders approved, on an advisory
basis, the compensation of the Company’s named executive officers, as described in the Company’s definitive Proxy Statement, by the following votes:
Votes For
|
|
Votes Against
|
|
Abstain
|
|
Broker Non-Votes
|
80,796,510
|
|
196,867
|
|
35,456
|
|
1,267,152
|
Proposal No. 4: The shareholders recommended, on an
advisory basis, to hold advisory votes to approve the compensation of the Company’s named executive officers every 1-year, by the following votes:
1 Year
|
|
2 Years
|
|
3 Years
|
|
Abstain
|
|
Broker Non-Votes
|
80,976,867
|
|
12,775
|
|
7,717
|
|
31,474
|
|
1,267,152
|
In light of the shareholder vote on Proposal 4, and consistent with the recommendation by the Company’s Board of Directors to the Company’s
shareholders as set forth in the Proxy Statement, the Company has decided that it will include a shareholder vote on the compensation of executives in its proxy materials until the next required vote on the frequency of shareholder votes on the
compensation of executives.