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): September 14, 2020
Aravive, Inc.
(Exact name of registrant as specified in its charter)
Delaware | | 001-36361 | | 26-4106690 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
River Oaks Tower
3730 Kirby Drive, Suite 1200
Houston, Texas 77098
(Address of principal executive offices)
(936) 355-1910
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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, par value $0.0001 per share | | ARAV | | Nasdaq Global Select Market |
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 September 14, 2020, Aravive, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders voted on four (4) proposals (the “Proposals”) and cast their votes as described below. These Proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed on August 4, 2020 with the Securities and Exchange Commission (the “Definitive Proxy Statement”).
The final results for the Proposals as set forth in the Definitive Proxy Statement are as follows:
Proposal 1—Election of Directors
The following two (2) individuals were elected as Class III directors, to serve until the 2023 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified with the following votes:
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Name of Director | | Votes For | | Withheld | | Broker Non-Votes | |
| | | | | | | |
1. Gail McIntyre | | 7,701,786 | | 774,804 | | 3,076,510 | |
2. Eric Zhang | | 6,949,779 | | 1,526,811 | | 3,076,510 | |
Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified and approved the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020 based on the votes set forth below:
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Votes For | | Votes Against | | Abstentions | | Broker Non-Votes | |
| | | | | | | |
10,662,812 | | 90,579 | | 799,709 | | 0 | |
Proposal 3—Advisory vote on the approval executive compensation
The stockholders approved, on an advisory basis, the compensation of the Company’s named executed officers based on the votes set forth below:
| | | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes | |
| | | | | | | |
7,690,285 | | 69,082 | | 717,223 | | 3,076,510 | |
Proposal 4—Advisory vote regarding the frequency of holding future advisory votes on executive compensation
The stockholders recommended, on an advisory basis, a one year frequency for holding an advisory vote on executive compensation based on the votes set forth below:
| | | | | | | | |
One Year | | Two Years | | Three Years | | Abstentions | | Broker Non-Votes |
7,684,979 | | 21,112 | | 51,417 | | 719,082 | | 3,076,510 |
Based on the recommendations of the Company’s Board of Directors and its Compensation Committee to hold advisory votes on executive compensation every year and the vote of the stockholders on this matter (as set forth above), the Company has decided that an advisory stockholder vote on executive compensation will be held every year until the next advisory vote on the frequency of future stockholder advisory votes on executive compensation.
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.
September 14, 2020 | ARAVIVE, INC. (Registrant) |
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| By: | | /s/ Vinay Shah |
| Name: | | Vinay Shah |
| Title: | | Chief Financial Officer |
