UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 4, 2024, CVRx, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved, among other things, an amendment to the Company’s Amended and Restated Certificate of Incorporation to allow for officer exculpation as permitted by Delaware law.
The Restated Certificate of Incorporation, as amended and restated to incorporate the amendment referred to above, is attached hereto as Exhibit 3.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Voting results for each matter submitted to a vote at the Annual Meeting are provided below.
Proposal 1. Election of Directors. The three nominees for Class III director were elected to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified, by the votes set forth in the table below.
| Nominee | For | Withheld | Broker Non-Votes | ||||
| Mudit Jain | 13,883,762 | 2,421,226 | 3,595,943 | ||||
| Kirk Nielsen | 14,013,619 | 2,291,369 | 3,595,943 | ||||
| Martha Shadan | 14,432,067 | 1,872,921 | 3,595,943 |
Proposal 2. The stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, by the votes set forth in the table below.
| For | Against | Abstain | |||
| 19,742,360 | 117,720 | 40,851 |
Proposal 3. The stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation to allow for officer exculpation as permitted by Delaware law, by the votes set forth in the table below.
| For | Against | Abstain | Broker Non-Votes | |||
| 15,305,349 | 991,488 | 8,151 | 3,595,943 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Restated Certificate of Incorporation of CVRx, Inc. | |
| 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.
| CVRx, Inc. | ||
| Date: June 7, 2024 | By: | /s/ Jared Oasheim |
| Name: Jared Oasheim | ||
| Its: Chief Financial Officer | ||