8-K: Current report filing
Published on June 13, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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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
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
In connection with the Annual Meeting, there were 165,520,007 shares outstanding as of the April 27, 2022 record date, of which 112,397,235 shares, or approximately 67.90%, were present or represented by proxy at the Annual Meeting. With respect to the matters submitted for a vote of stockholders at the Annual Meeting:
| (i) | Proposal 1: each of the Class III directors nominated were elected to serve until the expiration of their term as provided in the proxy statement; |
| (ii) | Proposal 2: the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified; |
| (iii) | Proposal 3: approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers as disclosed in the proxy statement was approved; and |
| (iv) | Proposal 4: an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 200,000,000 to 300,000,000, was withdrawn prior to submission to the stockholders for a vote at the annual meeting. Although a majority of the shares voted were cast in favor of Proposal 4, due to the limited investor turnout, this did not constitute the majority of outstanding shares required to adopt Proposal 4. |
Set forth below are the voting results for each such matter.
Proposal 1 — Election of Directors
The following three Class III directors were elected to serve for three-year terms until the 2025 annual meeting of stockholders and until their respective successors are elected and qualified.
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Scott Braunstein, M.D. | 36,880,603 | 34,081,670 | 41,434,962 | |||||||||
| Leon O. Moulder, Jr. | 46,649,324 | 24,312,949 | 41,434,962 | |||||||||
| Michael R. Dougherty | 46,799,543 | 24,162,730 | 41,434,962 | |||||||||
Proposal 2 — Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 100,983,234 | 8,504,281 | 2,909,720 | 0 | |||||||||||
Proposal 3 — Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the proxy statement.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 38,296,933 | 31,566,672 | 1,098,668 | 41,434,962 | |||||||||||
Proposal 4 – Withdrawn.
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.
| TREVENA, INC. | ||
| Date: June 13, 2022 | By: | /s/ Barry Shin |
| Barry Shin | ||
| Senior Vice President, Chief Financial Officer | ||