8-K

 

 

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)

 

 

 

Delaware

(State or Other Jurisdiction

of Incorporation)

 

001-36517

(Commission

File Number)

 

26-0784194

(IRS Employer

Identification No.)

 

1601 Trapelo Road

Suite 286

Waltham, MA

(Address of Principal Executive Offices)

 

02451

(Zip Code)

Registrant’s 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:

 

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

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 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, $0.0001 par value per share   NERV   The Nasdaq Global Market

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

Submission of Matters to a Vote of Security Holders.

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 Company’s Board of Directors until the 2023 annual meeting of stockholders and until their successors are elected and qualified with the votes set forth below:

 

Nominee   For     Withheld     Broker
Non-Votes
 
Dr. David Kupfer     26,770,854       2,946,854       4,610,982  
Mr. Jan van Heek     26,918,380       2,799,328       4,610,982  

Proposal 2: Approval of the Company’s Amended and Restated 2013 Equity Incentive Plan. The Company’s stockholders approved Proposal 2. The votes cast were as follows:

 

For   Against     Abstain     Broker
Non-Votes
 
22,980,234     6,722,461       15,013       4,610,982  

Proposal 3: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers. The Company’s stockholders approved Proposal 3. The votes cast were as follows:

 

For   Against     Abstain     Broker
Non-Votes
 
29,553,776     151,334       12,598       4,610,982  

Proposal 4: Approval, on an Advisory Basis, of the Frequency of Solicitation of Future Advisory Stockholder Approval of Named Executive Officer Compensation. The Company’s stockholders approved under Proposal 4 a vote every one year. The votes cast were as follows:

 

One

Year

  Two
Years
    Three
Years
    Abstain     Broker
Non-Votes
 
28,182,878     105,874       1,418,663       10,293       4,610,982  

Based on the Board of Directors’ recommendation in the Company’s 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 Company’s Board of Directors determined that the Company will hold an advisory vote on the compensation of the Company’s named executive officers every year.

Proposal 5: Ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the Company’s fiscal year ending December 31, 2020. The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified with the votes set forth below:

 

For     Against     Abstain     Broker
Non-Votes
 
  34,287,216       31,757       9,717       0  


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.

 

     

Minerva Neurosciences, Inc.

Date: June 25, 2020       /s/ Geoffrey Race
      Geoffrey Race
      Executive Vice President, Chief Financial Officer and Chief Business Officer