Form 8-K

0001193125-16-771237.txt : 20161118 0001193125-16-771237.hdr.sgml : 20161118 20161117203055 ACCESSION NUMBER: 0001193125-16-771237 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161117 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20161118 DATE AS OF CHANGE: 20161117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nexvet Biopharma plc CENTRAL INDEX KEY: 0001618561 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36828 FILM NUMBER: 162006323 BUSINESS ADDRESS: STREET 1: UNIT 5, SRAGH TECHNOLOGY PARK STREET 2: RAHAN ROAD CITY: TULLAMORE , CO. OFFALY STATE: L2 ZIP: R35 FR98 BUSINESS PHONE: 353 1 215 8100 MAIL ADDRESS: STREET 1: UNIT 5, SRAGH TECHNOLOGY PARK STREET 2: RAHAN ROAD CITY: TULLAMORE , CO. OFFALY STATE: L2 ZIP: R35 FR98 FORMER COMPANY: FORMER CONFORMED NAME: NEXVET BIOPHARMA Ltd DATE OF NAME CHANGE: 20140903 8-K 1 d299503d8k.htm FORM 8-K Form 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

November 17, 2016

Date of report (Date of earliest event reported)

Nexvet Biopharma

public limited company

(Exact Name of Registrant as Specified in Its Charter)

Ireland

001-36828

98-1205017

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

Unit 5, Sragh Technology Park

Rahan Road, Tullamore

Co. Offaly, R35 FR98, Ireland

(Address of principal executive offices, including zip code)

+353 5793 24522

(Registrant’s telephone number, including area code)

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))

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective November 17, 2016, the shareholders of Nexvet Biopharma public limited company (the “Company”) adopted revised Articles of Association of the Company forming part of its Constitution (as so revised, the “Amended Constitution”). The foregoing description of the revised Articles of Association is qualified in its entirety by the full text of the Amended Constitution attached as Appendix A to the Company’s Definitive Proxy Statement for the 2016 Annual General Meeting of Shareholders, as filed with the Securities and Exchange Commission on October 25, 2016.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On November 17, 2016, the Company held its 2016 Annual General Meeting of Shareholders (the “Annual Meeting”). Of the 11,726,406 ordinary shares of the Company outstanding and entitled to vote as of the October 13, 2016 record date for the Annual Meeting, a total of 8,920,150 ordinary shares were represented in person or by proxy at the Annual Meeting, which constituted a quorum. Set forth below are the proposals on which the Company’s shareholders voted at the Annual Meeting and the voting results for each proposal:

1. The Company’s shareholders approved a proposal to elect the following four (4) Class II directors, each to hold office until the 2018 Annual General Meeting of Shareholders and until their successors are duly elected and qualified or until their earlier resignation or removal, with voting results as follows:


Nominee	Votes For		Withheld		Abstentions		Broker Non- Votes
Ashraf Hanna, Ph.D, M.D.		7,167,812		51,683		N/A		1,700,655
Mark Heffernan, Ph.D.		7,062,737		156,758		N/A		1,700,655
Joseph McCracken, DVM, MS		7,168,814		50,681		N/A		1,700,655
Rajiv Patel		7,167,812		51,683		N/A		1,700,655

The terms of office for the following directors continued after the meeting, each of whom is a Class I director: Christopher Brown; George Gunn, BVM&S, DVSM, MRCVS, Ph.D.; Cormac Kilty, Ph.D.; and John Payne.

2. The Company’s shareholders approved a proposal to ratify the appointment of PricewaterhouseCoopers as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2017 and statutory auditor until the close of the next annual general meeting of shareholders, and to authorize the board of directors acting through the Audit Committee to fix its remuneration, with voting results as follows:


Votes For	Votes Against		Abstentions		Broker Non- Votes
8,857,376		47,423		15,351		0

3. The Company’s shareholders approved a proposal to adopt revised Articles of Association of the Company, with voting results as follows:


Votes For	Votes Against		Abstentions		Broker Non- Votes
7,123,406		87,736		8,353		1,700,655

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.


Nexvet Biopharma public limited company

By:		/s/ Mark Heffernan, Ph.D.
Name:		Mark Heffernan
Its:		Chief Executive Officer

Date: November 18, 2016