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): May 26, 2022
NEVRO CORP.
(Exact name of registrant as specified in its charter)
Delaware | | 001-36715 | | 56-2568057 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
1800 Bridge Parkway
Redwood City, CA 94065
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (650) 251-0005
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 | | Name of each exchange on which registered |
Common Stock, $0.001 par value per share | | NVRO | | The New York Stock 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).
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 5.07Submission of Matters to a Vote of Security Holders.
On May 26, 2022, Nevro Corp. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 11, 2022 (the “Proxy”). Only stockholders of record as of the close of business on March 28, 2022, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 35,192,395 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is as follows:
Proposal 1. The election of nine directors to the Company’s board of directors (the “Board”) to hold office until the 2023 annual meeting of stockholders or until their respective successor is elected:
Nominee | | Votes For | | | Votes Withheld | | | Broker Non-Votes | |
D. Keith Grossman | | | 28,787,502 | | | | 1,990,580 | | | | 1,815,071 | |
Michael DeMane | | | 30,621,901 | | | | 156,181 | | | | 1,815,071 | |
Frank Fischer | | | 28,758,415 | | | | 2,019,667 | | | | 1,815,071 | |
Sri Kosaraju | | | 30,742,774 | | | | 35,308 | | | | 1,815,071 | |
Shawn T McCormick | | | 30,736,214 | | | | 41,868 | | | | 1,815,071 | |
Kevin O’Boyle | | | 30,736,739 | | | | 41,343 | | | | 1,815,071 | |
Karen Prange | | | 29,849,986 | | | | 928,096 | | | | 1,815,071 | |
Susan Siegel | | | 30,281,581 | | | | 496,501 | | | | 1,815,071 | |
Elizabeth Weatherman | | | 29,110,200 | | | | 1,667,882 | | | | 1,815,071 | |
Proposal 2. The ratification of the selection by the audit committee of the Board of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2022:
Votes For | | | Votes Against | | | Abstentions | |
| 32,546,115 | | | | 43,209 | | | | 3,829 | |
As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.
Proposal 3. The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers:
Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| 25,590,117 | | | | 5,163,788 | | | | 24,177 | | | | 1,815,071 | |
Proposal 4. The non-binding advisory vote regarding the frequency of future advisory votes by stockholders on the compensation of the Company’s named executive officers:
1 Year | | | 2 Years | | | 3 Years | | | Abstentions | | | Broker Non-Votes | |
| 30,666,537 | | | | 2,390 | | | | 101,948 | | | | 7,207 | | | | 1,815,071 | |
Based on these voting results, and the recommendation of the Board that was included in the Proxy, the Company has decided it will hold advisory votes on the compensation of the Company’s named executive officers on an annual basis.
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.
| | NEVRO CORP. |
| | | | |
Date: May 31, 2022 | | By: | | /s/ Roderick H. MacLeod |
| | | | Roderick H. MacLeod |
| | | | Chief Financial Officer |
