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 31, 2019
Minerva Neurosciences, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-36517 | 26-0784194 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1601 Trapelo Road Suite 286 Waltham, MA |
02451 | |
| (Address of Principal Executive Offices) | (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 May 31, 2019 in Boston, Massachusetts are as follows:
Proposal 1: Election of Directors. Three nominees were elected to serve on the Board until the 2022 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. Remy Luthringer |
26,984,995 | 3,247,722 | 4,217,005 | |||||||||
| Dr. Fouzia Laghrissi-Thode |
26,777,767 | 3,454,950 | 4,217,005 | |||||||||
| Jeryl Lynn Hilleman |
30,022,264 | 210,453 | 4,217,005 | |||||||||
Proposal 2: Ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the Company’s fiscal year ending December 31, 2019. The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified with the votes set forth below:
| For | Against | Abstain | ||||||||
| 34,411,936 | 31,712 | 6,074 | ||||||||
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: May 31, 2019 | /s/ Geoffrey Race | |||||
| Geoffrey Race | ||||||
| Executive Vice President, Chief Financial Officer and Chief | ||||||
| Business Officer | ||||||