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
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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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 5, 2024, NewAmsterdam Pharma Company N.V. (the “Company”) held its 2024 annual general meeting of shareholders (the “Annual General Meeting”). A total of 89,985,784 of the Company’s ordinary shares were eligible to vote as of the record date of May 8, 2024. A quorum of 57,562,876 ordinary shares, or approximately 63.96%, voted in person or by proxy at the Annual General Meeting.
The final results of each of the agenda items submitted to a vote of the shareholders are as follows:
Proposal 1. The Company’s shareholders approved the adoption of the Dutch statutory annual accounts for fiscal year ended December 31, 2023. The votes cast were as follows:
For | Against | Abstain | Broker Non-Votes | |||
57,562,094 | 678 | 104 | — |
Proposal 2. The Company’s shareholders approved the discharge from liability for the Company’s directors with respect to the performance of their duties during the fiscal year ended December 31, 2023. The votes cast were as follows:
For | Against | Abstain | Broker Non-Votes | |||
48,040,887 | 26,567 | 4,010 | 9,491,412 |
Proposal 3. The Company’s shareholders approved the appointment of and instruction to Deloitte Accounts B.V. as the external independent auditor for the audit of the Company’s annual accounts for the fiscal year 2024. The votes cast were as follows:
For | Against | Abstain | Broker Non-Votes | |||
57,561,755 | 947 | 174 | — |
Proposal 4. The Company’s shareholders ratified the selection of Deloitte Accountants B.V. as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024 by the Company’s audit committee. The votes cast were as follows:
For | Against | Abstain | Broker Non-Votes | |||
57,561,755 | 947 | 174 | — |
Proposal 5. The Company’s shareholders approved the appointment of William H. Lewis as non-executive director of the Company. The votes cast were as follows:
For | Against | Abstain | Broker Non-Votes | |||
48,059,643 | 10,660 | 1,161 | 9,491,412 |
Proposal 6. The Company’s shareholders approved the reappointment of Louis Lange, M.D., Ph.D. as non-executive director of the Company. The votes cast were as follows:
For | Against | Abstain | Broker Non-Votes | |||
34,542,339 | 13,172,109 | 357,016 | 9,491,412 |
Proposal 7. The Company’s shareholders approved the extension of authorization for the Board to acquire ordinary shares and depository receipts for ordinary shares in the Company’s capital. The votes cast were as follows:
For | Against | Abstain | Broker Non-Votes | |||
43,773,570 | 13,430,765 | 358,541 | — |
Item 8.01 | Other Events. |
The Company is refiling a copy of the License Agreement, dated June 23, 2022, between A. Menarini International Licensing S.A. and NewAmsterdam Pharma B.V., which was inadvertently omitted from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
EXHIBIT NUMBER |
EXHIBIT DESCRIPTION | |
10.1 | License Agreement, dated June 23, 2022, between A. Menarini International Licensing S.A. and NewAmsterdam Pharma B.V. (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form F-4 (File No. 333-266510), filed with the SEC on October 13, 2022). | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
NewAmsterdam Pharma Company N.V. | ||
By: | /s/ Michael Davidson | |
Michael Davidson | ||
Chief Executive Officer |
Dated: June 7, 2024
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