Form: 8-K

Current report filing

June 20, 2023

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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): June 15, 2023

 

TREVENA, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-36193   26-1469215
(State or other jurisdiction of
incorporation)		   (Commission File No.)     (IRS Employer
Identification No.)

 

955 Chesterbrook Boulevard, Suite 110

Chesterbrook, PA 19087

(Address of principal executive offices and zip code) 

 

(610) 354-8840

(Registrant’s telephone number, including area code)

 

n/a

(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   Trading Symbol(s)   Name of each exchange on which
registered
Common Stock, $0.001 par value   TRVN   The Nasdaq Stock Market LLC

 

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.

 

In connection with the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”), there were 9,594,072 shares outstanding as of the April 28, 2023 record date, of which 5,052,048 shares, or approximately 52.65%, 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 I 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, 2023 was ratified;

 

(iii) Proposal 3: the compensation of the Company’s named executive officers as disclosed in the proxy statement was approved on a non-binding advisory basis; and

 

(iv) Proposal 4: the Trevena, Inc. 2023 Equity Incentive Plan was approved.

 

Set forth below are the voting results for each such matter.

 

Proposal 1 - Election of Directors.

 

The following three Class I directors were elected to serve for three-year terms until the 2026 annual meeting of stockholders and until their respective successors are elected and qualified.

 

Name   Votes For   Votes Withheld   Broker Non-Votes
Carrie L. Bourdow   1,410,052   926,446   2,715,550
Anne M. Phillips, M.D.   1,540,600   795,898   2,715,550
Barbara Yanni   1,614,146   722,352   2,715,550

 

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, 2023.

 

For   Against   Abstain   Broker Non-Votes
4,412,023   627,307   12,718   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
1,156,910   1,156,015   23,573   2,715,550

 

Proposal 4 - Approval of the Trevena, Inc. 2023 Equity Incentive Plan.

 

For   Against   Abstain   Broker Non-Votes
1,299,464   1,012,413   24,621   2,715,550

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits    

 

Exhibit No. Description
10.1 Trevena, Inc. 2023 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s definitive proxy statement, dated April 28, 2023, for the Company’s 2023 Annual Meeting of Stockholders).
104 Coverage Page Interactive Date File (embedded within the Inline XBRL document).

 

 

 

 

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 20, 2023 By: /s/ Barry Shin
    Barry Shin
    Senior Vice President, Chief Financial Officer