Current Report Filing (8-k)
June 13 2019 - 4:07PM
Edgar (US Regulatory)
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): June 12, 2019
AVEO Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-34655
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04-3581650
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Broadway, 14th Floor
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Cambridge, Massachusetts
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02142
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(617) 588-1960
(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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.001 par value
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AVEO
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Nasdaq Capital Market
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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.
On June 12, 2019, AVEO Pharmaceuticals, Inc. (the Company) held its 2019
Annual Meeting of Stockholders (the Annual Meeting). At the Annual Meeting, the Companys stockholders approved the Companys 2019 Equity Incentive Plan (the 2019 Equity Incentive Plan), which had previously been
adopted by the Companys Board of Directors (the Board), subject to stockholder approval.
A description of the material terms and
conditions of the 2019 Equity Incentive Plan is set forth in Proposal 3 on pages 51 to 58 of the
Companys
definitive proxy statement for the 2019 Annual Meeting
, filed with the Securities and Exchange Commission on April 30, 2019, and is incorporated herein by reference. A complete copy of the 2019 Equity Incentive Plan is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 13, 2019, the Company filed a certificate of amendment to its Restated Certificate of Incorporation (the Certificate of
Amendment) with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Companys common stock, par value $0.001 per share, from 250,000,000 shares to 500,000,000 shares.
A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Companys stockholders voted on the following proposals:
1. The following nominees were elected to the Board for terms expiring at the 2020 annual meeting of stockholders.
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For
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Withheld
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Broker
Non-Votes
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Mr. Michael P. Bailey
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48,500,958
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11,983,329
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71,109,429
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Mr. Kenneth M. Bate
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46,451,940
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14,032,347
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71,109,429
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Dr. Anthony B. Evnin
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55,063,812
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5,420,475
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71,109,429
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Mr. Gregory T. Mayes
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48,883,998
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11,600,289
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71,109,429
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Dr. Robert C. Young
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46,207,041
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14,277,246
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71,109,429
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2. A
non-binding,
advisory proposal on the compensation of the Companys named
executive officers was approved.
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For:
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44,043,407
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Against:
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15,566,550
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Abstain:
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874,330
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Broker
Non-Votes:
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71,109,429
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3. The Companys 2019 Equity Incentive Plan was approved.
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For:
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43,951,039
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Against:
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15,442,294
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Abstain:
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1,090,954
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Broker
Non-Votes:
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71,109,429
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4. An amendment to the Companys Restated Certificate of Incorporation to increase the number of
authorized shares of the Companys common stock from 250,000,000 shares to 500,000,000 shares was approved.
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For:
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81,529,528
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Against:
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48,712,613
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Abstain:
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1,351,575
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Broker
Non-Votes:
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0
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5. An amendment to the Companys Restated Certificate of Incorporation to effect a reverse stock split of the
Companys common stock, by a ratio of not less than
1-for-5
and not more than
1-for-15,
and a proportionate reduction in the number of authorized shares of common stock, such ratio and the implementation and timing of the reverse stock split to be
determined in the discretion of the Board, was not approved. This proposal required the approval of stockholders holding a majority of the outstanding shares of the Companys common stock.
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For:
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80,112,786
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Against:
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50,456,303
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Abstain:
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1,024,627
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Broker
Non-Votes:
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0
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6. The appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the
fiscal year ending December 31, 2019 was ratified.
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For:
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122,731,666
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Against:
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6,017,171
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Abstain:
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2,844,879
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Broker
Non-Votes:
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0
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
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AVEO Pharmaceuticals, Inc.
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By:
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/s/ Michael Bailey
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Michael Bailey
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President and Chief Executive Officer
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Date: June 13, 2019
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