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): August 11, 2022

NABRIVA THERAPEUTICS PLC

(Exact name of registrant as specified in its charter)

Ireland	001-37558	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

25-28 North Wall Quay, IFSC, Dublin 1, Ireland	Not Applicable
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (610) 816-6640

Not Applicable

(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 Symbol(s)	Name of each exchange on which registered
Ordinary Shares, nominal value $0.01 per share	NBRV	The Nasdaq Capital Market

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.  o

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

At the Annual General Meeting of Shareholders of Nabriva Therapeutics plc (the “Company”) held on August 11, 2022, the Company’s shareholders voted on the following proposals:

(1)          The Company’s shareholders elected, by separate resolutions, the following nominees to serve as directors until the 2023 Annual General Meeting of Shareholders.

Name	For		Against		Abstain		Broker Non-Votes
Daniel Burgess		7,716,631		4,728,933		296,788		14,716,327
Carrie Bourdow		8,102,326		4,404,473		235,553		14,716,327
Colin Broom, M.D.		7,578,299		4,385,018		779,035		14,716,327
Steven Gelone		7,618,167		4,349,399		774,786		14,716,327
Charles A. Rowland, Jr.		8,133,093		4,332,692		276,567		14,716,327
Theodore Schroeder		6,999,417		5,594,462		148,473		14,716,327
Stephen Webster		7,606,157		4,858,487		277,708		14,716,327
Mark Corrigan		8,142,621		4,322,389		277,342		14,716,327
Lisa Dalton		8,200,402		4,269,326		272,624		14,716,327

(2)          The Company’s shareholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 and authorized, in a binding vote, the Company’s board of directors, acting through the audit committee, to set the independent registered public accounting firm’s remuneration.

For	Against	Abstain
22,940,784	3,818,858	699,037

(3)          The Company’s shareholders did not approve an amendment to the Nabriva Therapeutics plc 2020 Share Incentive Plan, as amended, to increase the number of ordinary shares authorized for issuance thereunder.

For	Against	Abstain	Broker Non-Votes
5,882,410	6,832,147	27,795	14,716,327

(4)          The Company’s non-binding, advisory vote proposal on the compensation of the Company’s named executive officers was not approved.

For	Against	Abstain	Broker Non-Votes
4,118,577	8,517,794	105,981	14,716,327

(5)          The Company’s shareholders approved, subject to and conditional upon the board of directors determining, in its sole discretion, that a reverse stock split is necessary for the Company to comply with the minimum $1.00 per share requirement pursuant to Nasdaq Listing Rule 5450(a)(1), a reverse stock split (i.e., a consolidation of share capital under Irish law) whereby such number of authorized and unissued and authorized and issued shares in the capital of the Company as the board of directors of the Company may determine that is not less than 10 ordinary shares and not more than 25 ordinary shares be consolidated into one ordinary share of such nominal value as is proportionate to the determined consolidation ratio, which nominal value shall not be less than $0.10 each (nominal value) and not more than $0.25 each (nominal value), and the subsequent reduction in the nominal value of the ordinary shares in the authorized and unissued and authorized and issued share capital of the Company from the aforementioned nominal value (as reflects the share consolidation ratio chosen by the board of directors) to $0.01 each.

For	Against	Abstain
17,465,730	8,385,771	1,607,178

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NABRIVA THERAPEUTICS PLC
Date: August 17, 2022	By:	/s/ Daniel Dolan
		Daniel Dolan
		Chief Financial Officer

XML

Cover	Aug. 11, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 11, 2022
Entity File Number	001-37558
Entity Registrant Name	NABRIVA THERAPEUTICS PLC
Entity Central Index Key	0001641640
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	L2
Entity Address, Address Line One	25-28 North Wall Quay
Entity Address, Address Line Two	IFSC
Entity Address, City or Town	Dublin 1
Entity Address, Country	IE
Entity Address, Postal Zip Code	00000
City Area Code	610
Local Phone Number	816-6640
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares, nominal value $0.01 per share
Trading Symbol	NBRV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false