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 15, 2017
NABRIVA THERAPEUTICS PLC
(Exact name of registrant as specified in its charter)
Ireland | | 001-37558 | | Not Applicable |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification
No.) |
25-28 North Wall Quay,
IFSC, Dublin 1, Ireland | | Not Applicable |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (610) 816-6640
Not Applicable
(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 (see General Instruction A.2. below):
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))
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 x
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. x
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Extraordinary General Meeting of Shareholders (the “2017 EGM”) of Nabriva Therapeutics plc (the “Company”) held on September 15, 2017, the Company’s shareholders approved the 2017 Share Incentive Plan (the “2017 Plan”), which had previously been adopted by the Company’s board of directors subject to shareholder approval.
A description of the material terms of the 2017 Plan is set forth under the heading “Proposal 3 — To Approve the Adoption of Our 2017 Share Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 8, 2017 (the “Proxy Statement”) and is incorporated herein by reference. The description of the 2017 Plan is qualified in its entirety by reference to the complete text of the 2017 Plan, a copy of which is filed as Appendix A to the Proxy Statement and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2017 EGM, the Company’s shareholders voted on the following proposals:
(1) The Company’s shareholders elected the following nominees to serve as directors until the 2018 Annual Meeting of Shareholders.
Name | | For | | Against | | Abstain | | Broker
Non-Votes |
Daniel Burgess | | 18,674,592 | | 677,730 | | 235 | | 3,418,090 |
Axel Bolte | | 19,347,652 | | 4,670 | | 235 | | 3,418,090 |
George H. Talbot, M.D. | | 19,349,952 | | 2,370 | | 235 | | 3,418,090 |
Charles Rowland, Jr. | | 18,674,192 | | 678,130 | | 235 | | 3,418,090 |
Stephen Webster | | 18,674,692 | | 677,630 | | 235 | | 3,418,090 |
Mark Corrigan, M.D. | | 19,349,352 | | 2,970 | | 235 | | 3,418,090 |
Carrie Bourdow | | 19,350,052 | | 2,270 | | 235 | | 3,418,090 |
Colin Broom, M.D. | | 19,349,952 | | 2,370 | | 235 | | 3,418,090 |
(2) The Company’s shareholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the current fiscal year.
For | | Against | | Abstain |
22,764,218 | | 2,078 | | 4,351 |
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(3) The Company’s shareholders approved the adoption of the Company’s 2017 Share Incentive Plan.
For | | Against | | Abstain | | Broker Non-Votes | |
18,615,548 | | 734,884 | | 2,125 | | 3,418,090 | |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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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.
| NABRIVA THERAPEUTICS PLC |
| |
Date: September 15, 2017 | By: | /s/ Colin Broom |
| | Colin Broom, M.D.
Chief Executive Officer |
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