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 24, 2020
Axovant Gene Therapies Ltd.
(Exact name of registrant as specified in its charter)
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| Bermuda | | 001-37418 | | 98-1333697 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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Suite 1, 3rd Floor 11-12 St. James’s Square London SW1Y 4LB, United Kingdom (Address of principal executive offices) (Zip Code) |
(Registrant’s telephone number, including area code): +44 203 997 8931
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | | 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:
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| Title of each Class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Shares, par value $0.00001 per share | | AXGT | | 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 ý
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. ý
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 24, 2020, Axovant Gene Therapies Ltd. (the “Company”) held its 2020 Annual General Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders considered and approved two proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 12, 2020.
Of the 41,797,294 common shares outstanding as of the record date, 37,014,259 shares, or 88.6%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of shareholders at the Annual Meeting.
Proposal No. 1: The following six nominees for director were elected to serve as directors of the Company until the Company’s 2021 Annual General Meeting of Shareholders and until their successors are duly elected, by the following votes:
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| Name | | Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
| Frank Torti, M.D. | | 17,715,500 | | 2,472,995 | | 22,663 | | 16,803,101 |
| Atul Pande, M.D. | | 19,857,330 | | 329,778 | | 24,050 | | 16,803,101 |
| Pavan Cheruvu, M.D. | | 17,710,786 | | 2,475,333 | | 25,039 | | 16,803,101 |
| Berndt Modig | | 19,906,804 | | 276,494 | | 27,860 | | 16,803,101 |
| Senthil Sundaram | | 19,847,132 | | 331,586 | | 32,440 | | 16,803,101 |
| Eric Venker, M.D., Pharm.D. | | 17,741,465 | | 2,441,958 | | 27,735 | | 16,803,101 |
Proposal No. 2: The shareholders ratified the selection by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending March 31, 2021 and the appointment of Ernst & Young LLP as the Company’s auditor for statutory purposes under the Bermuda Companies Act 1981, as amended, for its fiscal year ending March 31, 2021, and authorized the Company’s Board of Directors, through the Audit Committee, to set the remuneration for Ernst & Young LLP as the Company’s auditor for its fiscal year ending March 31, 2021, by the following votes:
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| Votes For | | Votes Against | | Abstain |
| 36,771,288 | | 163,819 | | 79,152 |
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.
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| AXOVANT GENE THERAPIES LTD. | |
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| Dated: September 28, 2020 | | |
| By: | /s/ David Nassif |
| Name: | David Nassif |
| Title: | Principal Financial Officer and Principal Accounting Officer, General Counsel |
