8-K
Wave Life Sciences Ltd. SG false 0001631574 0001631574 2019-08-08 2019-08-08

 

 

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 8, 2019

 

WAVE LIFE SCIENCES LTD.

(Exact name of registrant as specified in its charter)

 

Singapore

 

001-37627

 

00-0000000

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

7 Straits View #12-00, Marina One

East Tower

Singapore

 

018936

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

symbol

 

Name of each exchange

on which registered

$0 Par Value Ordinary Shares

 

WVE

 

The Nasdaq Global 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.

(a) On August 8, 2019, Wave Life Sciences Ltd. (the “Company”) held its 2019 Annual General Meeting of Shareholders (the “Annual Meeting”). Of the 34,280,578 ordinary shares issued and outstanding and eligible to vote as of the meeting date of August 8, 2019, a preliminary quorum of 28,856,898 ordinary shares, or 84.17%, 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 June 26, 2019 (the “Proxy Statement”). The preliminary voting results for each of the proposals voted upon at the Annual 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 term ending on the Company’s 2020 Annual General 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.

   

26,628,095

     

94,280

     

25,313

     

2,109,210

 

Christian Henry

   

23,549,575

     

3,172,300

     

25,813

     

2,109,210

 

Peter Kolchinsky, Ph.D.

   

25,422,443

     

1,299,432

     

25,813

     

2,109,210

 

Koji Miura

   

26,654,900

     

67,475

     

25,313

     

2,109,210

 

Adrian Rawcliffe

   

26,653,700

     

68,175

     

25,813

     

2,109,210

 

Ken Takanashi

   

20,868,154

     

5,854,221

     

25,313

     

2,109,210

 

Gregory L. Verdine, Ph.D.

   

26,554,630

     

167,745

     

25,313

     

2,109,210

 

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, 2019, 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 2020 Annual General Meeting of Shareholders, with the preliminary votes cast as follows:

For

 

Against

 

Abstain

 

Broker Non-

Vote

28,828,368

 

3,425

 

25,105

 

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

26,681,816

 

36,459

 

29,413

 

2,109,210

Proposal 4- 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

26,045,610

 

626,723

 

75,355

 

2,109,210

Proposal 5- Shareholders approved the Company’s 2019 Employee Share Purchase Plan, as described in the proxy statement, with the preliminary votes cast as follows:

For

 

Against

 

Abstain

 

Broker Non-

Vote

26,643,204

 

28,434

 

76,050

 

2,109,210


Proposal 6- Shareholders approved on a non-binding, advisory basis only, the compensation of our named executive officers, in the manner and on the basis set forth described in the proxy statement, with the preliminary votes cast as follows:

For

 

Against

 

Abstain

 

Broker Non-

Vote

23,436,292

 

3,209,941

 

101,455

 

2,109,210

Proposal 7- Shareholders approved on a non-binding, advisory basis only, holding future votes on the compensation of the Company’s named executive officers every year. The preliminary votes of the shareholders’ non-binding, advisory vote with respect to the frequency of future advisory votes on the compensation of the Company’s named executive officers were as follows:

One Year

 

Two Years

 

Three Years

 

Abstain

 

Broker Non-

Vote

26,497,927

 

1,685

 

221,971

 

26,105

 

2,109,210


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.

WAVE LIFE SCIENCES LTD.

     

By:

 

/s/ Paul B. Bolno, M.D.

 

Paul B. Bolno, M.D.

 

President and Chief Executive Officer

Date: August 14, 2019