UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
| (Address of principal executive offices, including zip code) |
(Registrant’s telephone number, including area code)
N/A
(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):
| 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 |
Name of each exchange on which registered | ||
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 6, 2024, the stockholders of Savara Inc. (“Savara”) approved an amendment to our Amended and Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law (the “Amendment”). We filed the Amendment on June 6, 2024 with the Secretary of State of the State of Delaware, and the Amendment became effective upon filing.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Savara annual meeting of stockholders held on June 6, 2024 (the “Annual Meeting”), our stockholders elected each of the following individuals to serve on the Board of Directors until the next annual meeting of stockholders, or until his or her successor is duly elected and qualified.
| Nominees |
Votes For |
Votes Against |
Abstentions |
Broker Non Votes | ||||
| Matthew Pauls |
101,454,512 | 1,285,795 | 10,818 | 18,076,429 | ||||
| Nevan Elam |
94,091,946 | 8,649,362 | 9,817 | 18,076,429 | ||||
| Richard J. Hawkins |
77,612,254 | 25,127,918 | 10,953 | 18,076,429 | ||||
| Joseph S. McCracken |
86,882,110 | 15,858,109 | 10,906 | 18,076,429 | ||||
| David A. Ramsay |
102,422,445 | 289,311 | 39,369 | 18,076,429 | ||||
| An van Es-Johansson |
101,554,432 | 1,158,341 | 38,352 | 18,076,429 |
In addition, the following proposals were voted on at the Annual Meeting:
| 1. | Proposal to approve the Savara Inc. 2024 Omnibus Incentive Plan. |
| Votes For |
Votes Against |
Abstentions |
Broker Non Votes | |||
| 91,291,047 | 11,427,292 | 32,786 | 18,076,429 |
| 2. | Proposal to approve the amendment of our Amended and Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law. |
| Votes For |
Votes Against |
Abstentions |
Broker Non Votes | |||
| 88,621,103 | 14,085,133 | 44,889 | 18,076,429 |
| 3. | Proposal to ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. |
| Votes For |
Votes Against |
Abstentions |
Broker Non Votes | |||
| 120,412,909 | 385,491 | 29,154 | — |
| 4. | Proposal to approve, on an advisory basis, the compensation of our named executives. |
| Votes For |
Votes Against |
Abstentions |
Broker Non Votes | |||
| 98,271,431 | 4,422,775 | 56,919 | 18,076,429 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Savara Inc. Certificate of Amendment to Amended and Restated Certificate of Incorporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| Date: June 7, 2024 | SAVARA INC. a Delaware corporation | |||||
| By: | /s/ Dave Lowrance | |||||
| Dave Lowrance Chief Financial & Administrative Officer | ||||||