Current Report Filing (8-k)
July 30 2020 - 6:12AM
Edgar (US Regulatory)
0001641640
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0001641640
2020-07-29
2020-07-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): July 29, 2020
NABRIVA THERAPEUTICS PLC
(Exact name of registrant as specified in its charter)
Ireland
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001-37558
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Not Applicable
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
No.)
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25-28 North Wall Quay,
IFSC, Dublin 1, Ireland
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Not Applicable
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (610) 816-6640
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
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
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Trading Symbol(s)
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Name of each exchange on which
registered
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Ordinary Shares, nominal value $0.01 per share
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NBRV
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The Nasdaq Global Select 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 x
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.
At the Annual General Meeting of Shareholders of Nabriva Therapeutics
plc (the “Company”) held on July 29, 2020 (the “2020 Annual General Meeting”), the Company’s
shareholders approved the 2020 Share Incentive Plan, as amended (the “2020 Plan”), which had previously been adopted
by the Company’s board of directors subject to shareholder approval.
The description of the 2020 Plan contained on pages 37 to 52
of the Company’s Proxy
Statement for the 2020 Annual General Meeting of Shareholders, filed with the Securities and Exchange Commission on June 25,
2020, is incorporated herein by reference. A complete copy of the 2020 Plan is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 5.07
Submission of Matters to a Vote of Security Holders.
At the 2020 Annual General Meeting, the Company’s shareholders
voted on the following proposals:
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(1)
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The Company’s shareholders elected the following
nominees to serve as directors until the 2021 Annual General Meeting of Shareholders.
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Name
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For
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Against
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Abstain
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Broker
Non-Votes
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Daniel Burgess
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44,383,669
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3,801,681
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1,090,935
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50,417,592
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Theodore Schroeder
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44,024,364
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4,632,671
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619,250
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50,417,592
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Colin Broom, M.D.
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44,718,799
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3,549,712
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1,007,774
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50,417,592
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Carrie Bourdow
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43,681,892
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4,388,715
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1,205,678
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50,417,592
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Charles A. Rowland, Jr.
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44,230,313
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4,076,182
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969,790
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50,417,592
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George H. Talbot, M.D.
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44,552,867
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3,811,302
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912,116
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50,417,592
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Stephen Webster
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44,479,776
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3,806,603
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989,906
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50,417,592
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(2)
The Company’s shareholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2020 and authorized, in a binding vote, the Company’s board of directors,
acting through the audit committee, to set the independent registered public accounting firm’s remuneration.
For
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Against
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Abstain
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94,202,906
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3,444,975
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2,045,996
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(3)
The Company’s 2020 Share Incentive Plan, as amended,
was approved.
For
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Against
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Abstain
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Broker
Non-Votes
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42,682,810
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5,492,319
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1,101,156
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50,417,592
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(4)
The Company’s proposal, subject to and conditional upon the board of directors determining, in its sole discretion, that
a reverse stock split is necessary for the Company to comply with the minimum $1.00 per share requirement pursuant to Nasdaq Listing
Rule 5450(a)(1), to effect a reverse stock split (i.e., a consolidation of share capital under Irish law) whereby every 10 ordinary
shares of $0.01 (nominal value) each in the authorized and unissued and authorized and issued share capital of the Company be
consolidated into 1 ordinary share of $0.10 (nominal value) each, and the subsequent reduction in the nominal value of the ordinary
shares in the authorized and unissued and authorized and issued share capital of the Company from $0.10 each to $0.01 each, was
approved.
For
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Against
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Abstain
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72,968,843
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26,323,697
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401,337
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Item 9.01. Financial Statements 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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NABRIVA THERAPEUTICS PLC
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Date: July 29, 2020
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By:
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/s/ Gary Sender
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Gary Sender
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Chief Financial Officer
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