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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 25, 2023

 

 

NEVRO CORP

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-36715

56-2568057

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1800 Bridge Parkway

 

Redwood City, California

 

94065

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (650) 251-0005

 

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:

☐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
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.001 par value per share

 

NVRO

 

The New York Stock Exchange

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 ☐

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced in the Current Report on Form 8-K filed on April 19, 2023 by Nevro Corp. (the “Company”), Kevin Thornal, the current Chief Executive Officer and President of the Company, was appointed to the Company’s board of directors (the “Board”) on May 25, 2023, immediately following the conclusion of the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”).

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 12, 2023 (the “Proxy”). Only stockholders of record as of the close of business on March 28, 2023, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 35,691,848 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is as follows:

Proposal 1. The election of nine directors to the Board to hold office until the 2024 annual meeting of stockholders or until their respective successor is elected:

 

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

D. Keith Grossman

 

28,114,933

 

1,196,638

 

2,062,224

Michael DeMane

 

28,852,724

 

458,847

 

2,062,224

Frank Fischer

 

25,534,109

 

3,777,462

 

2,062,224

Sri Kosaraju

 

20,884,005

 

8,427,566

 

2,062,224

Shawn T McCormick

 

28,997,143

 

314,428

 

2,062,224

Kevin O'Boyle

 

28,843,167

 

468,404

 

2,062,224

Karen Prange

 

27,838,018

 

1,473,553

 

2,062,224

Susan Siegel

 

20,596,767

 

8,714,804

 

2,062,224

Elizabeth Weatherman

 

19,327,902

 

9,983,669

 

2,062,224

 

 

Proposal 2. The ratification of the selection by the audit committee of the Board of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023:

 

Votes For

 

Votes Against

 

Abstentions

31,361,023

 

8,451

 

4,321

 

As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.

 

Proposal 3. The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers:

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

8,273,380

 

21,017,829

 

20,362

 

2,062,224

 

 

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.

 

 

 

NEVRO CORP.

 

 

 

 

Date:

May 30, 2023

By:

/s/ Roderick H. MacLeod

 

 

 

Roderick H. MacLeod
Chief Financial Officer