8-K

 

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): August 10, 2017

 

 

WAVE LIFE SCIENCES LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Singapore   001-37627   Not Applicable

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

8 Cross Street #10-00, PWC Building

Singapore 048424

  048424
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: +65 6236 3388

 

 

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):

 

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))

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.

 

(a) On August 10, 2017, Wave Life Sciences Ltd. (the “Company”) held its 2017 Annual General Meeting of Shareholders (the “Annual Meeting”). Of the 27,731,412 shares of ordinary shares issued and outstanding and eligible to vote as of the meeting date of August 10, 2017, a preliminary quorum of 26,239,546 shares, or approximately 94.62% of the eligible shares, was present in person or represented by proxy at the Annual Meeting.

 

(b) The following actions were taken at the Annual Meeting, all of which are described in the Company’s definitive proxy statement that was filed with the Securities and Exchange Commission on July 6, 2017 (the “Proxy Statement”). The preliminary voting results for each of the proposals voted upon at the Meeting are set forth below.

Proposal 1 (a) – (g)- Shareholders re-elected each of the Company’s seven existing directors to the Board of Directors for a one-year term until the Company’s 2018 annual meeting of shareholders and his successor is duly elected and qualified, with the preliminary votes cast as follows:

 

Board of Directors Nominee

   For      Against      Abstain      Broker
Non-Vote
 

Paul B. Bolno, M.D.

     23,362,753        23,951        533        2,852,309  

Gregory L. Verdine, Ph.D.

     23,258,350        128,354        533        2,852,309  

Christian Henry

     23,358,420        28,284        533        2,852,309  

Peter Kolchinsky, Ph.D.

     22,777,098        609,606        533        2,852,309  

Koji Miura

     22,619,803        766,901        533        2,852,309  

Adrian Rawcliffe

     23,250,245        136,459        533        2,852,309  

Ken Takanashi

     20,000,331        3,386,373        533        2,852,309  

Proposal 2- Shareholders re-appointed KPMG LLP to serve as the Company’s independent registered public accounting firm and independent Singapore auditor for the year ending December 31, 2017, and to authorize the Audit Committee of the Board of Directors to fix KPMG LLP’s remuneration for services provided through the date of the Company’s 2018 Annual General Meeting of Shareholders, with the preliminary votes cast as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

26,236,928   2   2,616   0

Proposal 3- Shareholders approved the Company’s payment of cash and equity-based compensation to the Company’s non-employee directors for their service on the Board of Directors and its committees, in the manner and on the basis set forth in the Proxy Statement, with the preliminary votes cast as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

23,259,924   121,813   5,500   2,852,309

Proposal 4- Shareholders approved amendments to the Company’s 2014 Equity Incentive Plan to increase the total number of shares available for the grant of awards; to increase the U.S. Internal Revenue Code Section 162(m) limit for the grant of equity awards and to add the material terms of performance goals to preserve the Company’s ability to receive corporate income tax deductions that may become available pursuant to Section 162(m), with the preliminary votes cast as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

16,742,544   6,644,193   500   2,852,309


Proposal 5- Shareholders approved a general authorization for the directors of the Company to allot and issue ordinary shares of the Company, in the manner and on the basis set forth in the Proxy Statement, with the preliminary votes cast as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

23,355,568   26,169   5,500   2,852,309


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.

 

    WAVE LIFE SCIENCES LTD.
Date: August 15, 2017       /s/ Paul B. Bolno, M.D.
     

Paul B. Bolno, M.D.

President and Chief Executive Officer