UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K/A

 

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 12, 2020

 

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.  ☐

 

 

 

Explanatory Note

This Current Report on Form 8-K/A is being filed by Wave Life Sciences Ltd. (the “Company”) as an amendment (the “Amendment”) to the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission on August 18, 2020 that disclosed the preliminary voting results (the “Original Report”) of the Company’s 2020 Annual General Meeting of Shareholders on August 12, 2020 (the “Annual Meeting”). This Amendment to the Original Report is being filed to disclose the final voting results received on August 18, 2020, certified by Broadridge Financial Solutions, Inc., the independent Inspector of Elections, and amends and restates Item 5.07 of the Original Report in its entirety.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

(a)

On August 12, 2020, Wave Life Sciences Ltd. (the “Company”) held its 2020 Annual General Meeting of Shareholders (the “Annual Meeting”). Of the 36,728,649 ordinary shares issued and outstanding and eligible to vote as of the meeting date of August 12, 2020, a quorum of 29,154,344 ordinary shares, or 79.37%, 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, 2020 (the “Proxy Statement”). The final voting results for each of the proposals voted upon at the Annual Meeting are set forth below.

Proposal 1 (a) – (j)- Shareholders re-elected nine of the Company’s existing directors and elected one new director to the Board of Directors for a term ending on the Company’s 2021 Annual General Meeting of Shareholders and his or her successor is duly elected and qualified, with the final votes cast as follows:

 

Board of Directors Nominee		For				Against				Abstain				Broker Non-Vote
Paul B. Bolno, M.D.			25,833,320				31,541				702				3,288,781
Mark H.N. Corrigan, M.D.			25,843,186				22,318				59				3,288,781
Christian Henry			25,760,247				104,263				1,053				3,288,781
Peter Kolchinsky, Ph.D.			25,728,534				136,970				59				3,288,781
Amy Pott			25,842,188				22,431				944				3,288,781
Adrian Rawcliffe			25,829,727				34,773				1,063				3,288,781
Ken Takanashi			24,478,056				1,386,444				1,063				3,288,781
Aik Na Tan			25,839,244				25,116				1,203				3,288,781
Gregory L. Verdine, Ph.D.			25,840,481				25,039				43				3,288,781
Heidi L. Wagner, J.D.			25,843,217				22,306				40				3,288,781

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, 2020, 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 2021 Annual General Meeting of Shareholders, with the final votes cast as follows:

 

For		Against		Abstain		Broker Non- Vote
29,095,304		48,029		11,011		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 final votes cast as follows:

 

For		Against		Abstain		Broker Non- Vote
25,828,522		36,213		828		3,288,781

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 final votes cast as follows:

 

For		Against		Abstain		Broker Non- Vote
25,721,905		143,068		590		3,288,781

Proposal 5- 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 final votes cast as follows:

 

For		Against		Abstain		Broker Non- Vote
22,637,052		3,227,838		673		3,288,781

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.

 

Date: August 19, 2020