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 | ||||||