8-K 1 a8-kx2019agm.htm 8-K Document



 
 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 15, 2019
 
IVERIC bio, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
 
001-36080
 
20-8185347
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
One Penn Plaza, 35th Floor
New York, NY 10119
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s telephone number, including area code:  (212) 845-8200
 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):
 
o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o                                    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, $0.001 par value per share
ISEE
The Nasdaq Global Select 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    o
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.     o 

 








Item 5.07.  Submission of Matters to a Vote of Security Holders.
 
IVERIC bio, Inc. ("IVERIC") held its 2019 annual meeting of stockholders on May 15, 2019. The following is a summary of the matters voted on at that meeting.
 
(a)         IVERIC’s stockholders elected Adrienne L. Graves and David R. Guyer as Class III directors to serve until the 2022 annual meeting of stockholders, each such director to hold office until his or her successor has been duly elected and qualified. The results of the stockholders’ vote for the election of such Class III directors were as follows:
 
 
 
For
 
Withheld
 
Broker
Non-Votes
Adrienne L. Graves
 
21,401,985
 
1,809,741
 
9,609,455
David R. Guyer
 
22,460,691
 
751,035
 
9,609,455
         
(b)         IVERIC’s stockholders approved the Non-Employee Director Compensation Policy, which is described in the definitive proxy statement for IVERIC's 2019 annual meeting of stockholders filed with the Securities and Exchange Commission on April 18, 2019. The results of the stockholders’ vote for such matter were as follows:

For
 
Against
 
Abstain
 
Broker
Non-Votes
22,260,344
 
931,199
 
20,183
 
9,609,455

(c)         IVERIC’s stockholders approved a non-binding, advisory proposal on the compensation of IVERIC’s named executive officers. The results of the stockholders’ vote for such matter were as follows:

For
 
Against
 
Abstain
 
Broker
Non-Votes
22,058,859
 
1,127,112
 
25,755
 
9,609,455

(d)         IVERIC’s stockholders ratified the selection of Ernst & Young LLP as IVERIC’s independent registered public accounting firm for the current fiscal year. The results of the stockholders’ vote for such matter were as follows:
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
31,975,287
 
687,591
 
158,303
 
0





 
SIGNATURES
 
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.
 
 
 
IVERIC bio, Inc.
 
 
Date: May 16, 2019
By:
/s/ David F. Carroll
 
 
David F. Carroll
 
 
Senior Vice President, Chief Financial Officer and Treasurer