UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
|
|||
(State or other jurisdiction |
|
(Commission |
|
(I.R.S. Employer |
Nuvalent, Inc.
(Address of principal executive offices, including zip code)
(
(Registrant’s telephone number, including area code)
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:
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 |
|
Trade |
|
Name of each 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 5.07 |
Submission of Matters to a Vote of Security Holders. |
On June 12, 2024, Nuvalent, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 57,443,351 shares of the Company’s Class A common stock were present in person or represented by proxy at the Annual Meeting, representing approximately 97.18% of the Company’s outstanding Class A common stock as of April 16, 2024, the record date for the Annual Meeting. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which were described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2024 (the “Proxy Statement”).
Proposal No. 1 — The following nominees were elected as Class III directors, each to serve on the Company’s Board of Directors for a three-year term expiring at the 2027 annual meeting of stockholders and until their respective successors have been duly elected and qualified, based on the following votes:
Nominee |
|
For |
|
|
Withheld |
|
Broker Non-Votes |
Emily Drabant Conley, Ph.D. |
|
56,697,255 |
|
|
427,902 |
|
318,194 |
Sapna Srivastava, Ph.D. |
|
54,593,763 |
|
|
2,531,394 |
|
318,194 |
Cameron Wheeler, Ph.D. |
|
53,042,280 |
|
|
4,082,877 |
|
318,194 |
Proposal No. 2 — The compensation paid to the Company's named executive officers was approved, on an advisory basis, based on the following votes:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
55,798,941 |
|
1,324,379 |
|
1,837 |
|
318,194 |
Proposal No. 3 — An annual frequency for holding future advisory votes to approve the compensation paid to the Company's named executive officers was approved, on an advisory basis, based on the following votes:
1 Year |
2 Years |
|
3 Years |
|
Abstain |
|
Broker Non-Votes |
56,779,393 |
998 |
|
343,940 |
|
826 |
|
318,194 |
After taking into consideration the stockholder voting results above and the recommendation of the board of directors of the Company as disclosed in the Proxy Statement, the board of directors of the Company has determined to hold a non-binding advisory vote on the compensation paid to the Company’s named executive officers every year until the next required stockholder vote on the frequency of such non-binding advisory votes.
Proposal No. 4 — The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, was ratified, based on the following votes:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
57,430,250 |
|
9,503 |
|
3,598 |
|
— |
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.
|
|
Nuvalent, Inc. |
||
|
|
|
||
Date: June 14, 2024 |
|
By: |
|
/s/ Deborah A. Miller |
|
|
|
|
Deborah A. Miller, Ph.D. |
|
|
|
|
Chief Legal Officer and Secretary |
Document and Entity Information |
Jun. 12, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001861560 |
| Document Type | 8-K |
| Document Period End Date | Jun. 12, 2024 |
| Entity Registrant Name | NUVALENT, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-40671 |
| Entity Tax Identification Number | 81-5112298 |
| Entity Address, Address Line One | One Broadway |
| Entity Address, Address Line Two | 14th Floor |
| Entity Address, City or Town | Cambridge |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 02142 |
| City Area Code | 857 |
| Local Phone Number | 357-7000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A Common Stock, $0.0001 par value per share |
| Trading Symbol | NUVL |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |