UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual General Meeting of Shareholders of Nabriva Therapeutics plc (the “Company”) held on July 29, 2020 (the “2020 Annual General Meeting”), the Company’s shareholders approved the 2020 Share Incentive Plan, as amended (the “2020 Plan”), which had previously been adopted by the Company’s board of directors subject to shareholder approval.
The description of the 2020 Plan contained on pages 37 to 52 of the Company’s Proxy Statement for the 2020 Annual General Meeting of Shareholders, filed with the Securities and Exchange Commission on June 25, 2020, is incorporated herein by reference. A complete copy of the 2020 Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2020 Annual General Meeting, the Company’s shareholders voted on the following proposals:
(1) | The Company’s shareholders elected the following nominees to serve as directors until the 2021 Annual General Meeting of Shareholders. |
Name | For | Against | Abstain | Broker Non-Votes |
|||||
Daniel Burgess | 44,383,669 | 3,801,681 | 1,090,935 | 50,417,592 | |||||
Theodore Schroeder | 44,024,364 | 4,632,671 | 619,250 | 50,417,592 | |||||
Colin Broom, M.D. | 44,718,799 | 3,549,712 | 1,007,774 | 50,417,592 | |||||
Carrie Bourdow | 43,681,892 | 4,388,715 | 1,205,678 | 50,417,592 | |||||
Charles A. Rowland, Jr. | 44,230,313 | 4,076,182 | 969,790 | 50,417,592 | |||||
George H. Talbot, M.D. | 44,552,867 | 3,811,302 | 912,116 | 50,417,592 | |||||
Stephen Webster | 44,479,776 | 3,806,603 | 989,906 | 50,417,592 |
(2) The Company’s shareholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 and authorized, in a binding vote, the Company’s board of directors, acting through the audit committee, to set the independent registered public accounting firm’s remuneration.
For | Against | Abstain | |||
94,202,906 | 3,444,975 | 2,045,996 |
(3) The Company’s 2020 Share Incentive Plan, as amended, was approved.
For | Against | Abstain | Broker Non-Votes |
||||
42,682,810 | 5,492,319 | 1,101,156 | 50,417,592 |
(4) The Company’s proposal, subject to and conditional upon the board of directors determining, in its sole discretion, that a reverse stock split is necessary for the Company to comply with the minimum $1.00 per share requirement pursuant to Nasdaq Listing Rule 5450(a)(1), to effect a reverse stock split (i.e., a consolidation of share capital under Irish law) whereby every 10 ordinary shares of $0.01 (nominal value) each in the authorized and unissued and authorized and issued share capital of the Company be consolidated into 1 ordinary share of $0.10 (nominal value) each, and the subsequent reduction in the nominal value of the ordinary shares in the authorized and unissued and authorized and issued share capital of the Company from $0.10 each to $0.01 each, was approved.
For | Against | Abstain | |||
72,968,843 | 26,323,697 | 401,337 |
Item 9.01. Financial Statements Exhibits.
(d) Exhibits
99.1 | 2020 Share Incentive Plan, as amended |
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.
NABRIVA THERAPEUTICS PLC | ||
Date: July 29, 2020 | By: | /s/ Gary Sender |
Gary Sender | ||
Chief Financial Officer |