UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
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(Exact name of registrant as specified in its charter)
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(Address of principal executive offices, including zip code)
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(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
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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):
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ThereWritten communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) | |
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Cassava Sciences, Inc. (the “Company”) was held at approximately 10 a.m. Central Time on May 5, 2022, pursuant to the Notice of Annual Meeting of Stockholders dated March 24, 2022 and duly delivered to all Company stockholders of record as of March 15, 2022. Of the 40,022,394 shares of the Company’s common stock entitled to vote at the Annual Meeting, 24,301,757 shares, or approximately 61%, were represented at the Annual Meeting virtually or by proxy, constituting a quorum. At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 24, 2022. The following is a brief description of each matter voted on and the certified results, including the number of votes cast for and against each matter, and if applicable, the number of abstentions and broker non-votes with respect to each matter.
Proposal One – Two (2) nominees for election to the Board of Directors were elected to serve for a three-year term, and until their successors are duly elected and qualified, based upon the following votes:
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Director |
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| Broker Non-Vote |
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Nadav Friedmann, Ph.D., M.D. |
| 7,809,513 |
| 2,839,913 |
| 13,652,331 |
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Michael J. O’Donnell |
| 7,229,346 |
| 3,420,080 |
| 13,652,331 |
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Proposal Two – Amendment No. 1 to the Cassava Sciences, Inc. 2018 Omnibus Incentive Plan, which increases the authorized number of shares by 4,000,000, so that a total of 5,000,000 shares are authorized to be granted under the Cassava Sciences, Inc. 2018 Omnibus Incentive Plan, as amended, was approved based upon the following votes:
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| For |
| Against |
| Abstain |
| Broker Non -Vote |
| 6,393,029 |
| 4,108,794 |
| 147,603 |
| 13,652,331 |
Proposal Three – The appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2022, was ratified based upon the following votes:
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| For |
| Against |
| Abstain |
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| 23,586,882 |
| 417,660 |
| 297,215 |
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Proposal Four – The 2021 executive compensation for the Company’s named executive officers was approved, on a non-binding advisory vote, based upon the following votes:
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| For |
| Against |
| Abstain |
| Broker Non -Vote |
| 5,993,989 |
| 4,299,563 |
| 355,874 |
| 13,652,331 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| CASSAVA SCIENCES, INC. |
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| a Delaware corporation |
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Date: May 9, 2022 |
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| By: | /s/ ERIC J. SCHOEN |
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| Eric J. Schoen |
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| Chief Financial Officer |
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Document And Entity Information |
May 05, 2022 |
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| Document And Entity Information [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 05, 2022 |
| Entity Registrant Name | Cassava Sciences, Inc. |
| Entity Incorporation, State or Country Code | DE |
| Entity File Number | 000-29959 |
| Entity Tax Identification Number | 91-1911336 |
| Entity Address, Address Line One | 7801 N Capital of Texas Highway |
| Entity Address, Address Line Two | Suite 260 |
| Entity Address, City or Town | Austin |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 78731 |
| City Area Code | 512 |
| Local Phone Number | 501-2444 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.001 par value |
| Trading Symbol | SAVA |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
| Entity Central Index Key | 0001069530 |