8-K 1 a18-16092_18k.htm 8-K

 

 

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): June 26, 2018

 

OvaScience, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35890

 

45-1472564

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

9 Fourth Avenue
Waltham, Massachusetts

 

02451

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (617) 500-2802

 

 

(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):

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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  o

 

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.  o

 

 

 



 

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

 

(a) On June 26, 2018, OvaScience, Inc. (the “Company”) held its 2018 annual meeting of stockholders (the “Annual Meeting”). Of the 35,758,907 shares of common stock issued and outstanding and eligible to vote as of the record date of April 27, 2018, a quorum of 28,541,695 shares, or 79.82% of the outstanding shares, were present in person or by proxy.

 

(b) The following actions were taken at the Annual Meeting:

 

1.  The following nominees were reelected to serve on the Company’s board of directors as Class III directors until the Company’s 2021 annual meeting of stockholders, based on the following votes:

 

Name

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Christopher Kroeger, M.D., M.B.A.

 

13,599,377

 

1,083,625

 

13,858,693

Jeffrey D. Capello

 

12,762,856

 

1,920,146

 

13,858,693

 

2.  The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was ratified, based on the following votes:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

26,752,093

 

336,459

 

1,453,143

 

0

 

3.  The compensation of the Company’s named executive officers, as disclosed in the proxy statement for the Annual Meeting, was approved on an advisory basis, based on the following votes:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

12,629,714

 

1,586,085

 

467,203

 

13,858,693

 

4.  The adoption of the 2018 Non-Employee Director Compensation Policy was approved, based on the following votes:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

12,250,924

 

659,309

 

451,653

 

15,179,809

 

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SIGNATURE

 

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 26, 2018

OVASCIENCE, INC.

 

 

 

By:

/s/ Christopher Kroeger

 

 

Christopher Kroeger

 

 

Chief Executive Officer

 

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