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 12, 2019
Urovant Sciences Ltd.
(Exact name of Registrant as Specified in Its Charter)
Bermuda | | 001-38667 | | 98-1463899 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | |
Suite 1, 3rd Floor 11-12 St. James’s Square London SW1Y 4LB United Kingdom | | | | Not Applicable |
(Address of Principal Executive Offices) | | | | (Zip Code) |
+44 (0) 207 400 3347
(Registrant’s Telephone Number, Including Area Code)
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 Instructions A.2. below):
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☐ | 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 Shares, $0.000037453 par value | UROV | 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Urovant Sciences Ltd. 2019 Employee Stock Purchase Plan
On September 12, 2019, Urovant Sciences Ltd., or the Company, held its 2019 Annual General Meeting of Shareholders, or the Annual Meeting, in London, United Kingdom. At the Annual Meeting, the shareholders of the Company approved the Urovant Sciences Ltd. 2019 Employee Stock Purchase Plan, or the 2019 ESPP. The 2019 ESPP provides for the purchase by employees of up to an aggregate of 450,000 common shares, plus the number of common shares to be automatically added on November 1 of each year commencing on the first November 1 following the year in which the 2019 ESPP is adopted and ending on (and including) November 1, 2028. The annual addition to the share reserve shall be the lesser of (i) 1% of the total number of shares of capital stock outstanding on March 31 of the preceding calendar year, and (ii) 600,000 common shares.
A summary of the material terms of the 2019 ESPP is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 29, 2019, or the Proxy Statement, and is incorporated herein by reference. That summary is qualified in its entirety by reference to the full text of the 2019 ESPP, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Amendment to the Urovant Sciences Ltd. 2017 Equity Incentive Plan
At the Annual Meeting, the shareholders of the Company approved an amendment to the Urovant Sciences Ltd. 2017 Equity Incentive Plan, or, as amended, the 2017 Plan, to increase the number of common shares issuable thereunder from 4,283,431 to 7,283,431.
A summary of the material terms of the 2017 Plan is set forth in the Proxy Statement and is incorporated herein by reference. That summary is qualified in its entirety by reference to the full text of the 2017 Plan, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
There were 30,340,432 common shares entitled to vote at the Annual Meeting, and 28,060,936 shares were represented in person or by proxy at the Annual Meeting (approximately 92.5% of shares entitled to vote). Each of the proposals was approved, and each of the director nominees was elected, by the vote of the shareholders at the Annual Meeting as follows:
Proposal 1: To elect the Board of Directors’ six nominees for director, Myrtle S. Potter, Keith A. Katkin, Sef P. Kurstjens, M.D., Ph.D., Pierre Legault, James Robinson and Frank M. Torti, M.D., to serve as directors until the Company’s 2020 Annual General Meeting of Shareholders and until their successors are duly elected:
| | For | | | Withheld | | | Broker Non-Votes | |
Myrtle S. Potter | | | 23,956,299 | | | | 611,737 | | | | 3,492,900 | |
Keith A. Katkin | | | 24,052,736 | | | | 515,300 | | | | 3,492,900 | |
Sef P. Kurstjens, M.D., Ph.D. | | | 24,417,169 | | | | 150,867 | | | | 3,492,900 | |
Pierre Legault | | | 24,417,169 | | | | 150,867 | | | | 3,492,900 | |
James Robinson | | | 24,523,256 | | | | 44,780 | | | | 3,492,900 | |
Frank M. Torti, M.D. | | | 23,916,299 | | | | 651,737 | | | | 3,492,900 | |
Proposal 2: To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2020, to appoint Ernst & Young LLP as the Company’s auditor for statutory purposes under the Bermuda Companies Act 1981, as amended, for the fiscal year ending March 31, 2020 and to authorize the Board of Directors, through the Audit Committee, to set the remuneration for Ernst & Young LLP as the Company’s auditor for the fiscal year ending March 31, 2020:
For | | Against | | Abstain | | Broker Non-Votes |
28,060,856 | | 30 | | 50 | | 0 |
Proposal 3: To approve the Urovant Sciences Ltd. 2019 Employee Stock Purchase Plan:
For | | Against | | Abstain | | Broker Non-Votes |
23,693,096 | | 874,840 | | 100 | | 3,492,900 |
Proposal 4: To approve an amendment to the Urovant Sciences Ltd. 2017 Equity Incentive Plan to increase the number of common shares issuable thereunder from 4,283,431 to 7,283,431:
For | | Against | | Abstain | | Broker Non-Votes |
21,914,651 | | 2,418,146 | | 235,239 | | 3,492,900 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
| | Urovant Sciences Ltd. |
| | | | |
Dated: September 17, 2019 | | | | |
| | By: | | /s/ Christine G. Ocampo |
| | | | Christine G. Ocampo |
| | | | Principal Financial and Accounting Officer |
