Current Report Filing (8-k)
May 15 2020 - 4:11PM
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):
May 13, 2020
TREVENA, INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of incorporation)
001-36193
|
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26-1469215
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(Commission
File No.)
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(IRS Employer
Identification No.)
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955 Chesterbrook Boulevard, Suite 110
Chesterbrook, PA 19087
(Address of principal executive offices
and zip code)
Registrant’s telephone number, including
area code: (610) 354-8840
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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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Common Stock, $0.001 par value
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TRVN
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The Nasdaq Stock Market LLC
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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
o
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. o
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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In connection with
the Annual Meeting, there were 97,863,990 shares outstanding as of the March 16, 2020 record date, of which 74,154,314 shares,
or approximately 76%, were present or represented by proxy at the Annual Meeting. With respect to the matters submitted for a vote
of stockholders at the Annual Meeting: (i) Proposal 1: each of the Class I directors nominated were elected to serve until the
expiration of their term as provided in the proxy statement, (ii) Proposal 2: the selection of Ernst & Young LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified, (iii) Proposal 3: approval,
on a non-binding advisory basis, of the compensation of the Company's named executive officers as disclosed in the proxy statement
was approved, and (iv) Proposal 4: approval, on a non-binding advisory basis, of the frequency of future voting on the non-binding
advisory vote on the compensation of the Company's named executive officers as disclosed in the proxy statement, was approved to
be held every year. Proposal 5 was withdrawn at the meeting and no votes were taken on Proposal 5. Set forth below are the voting
results for each of the four proposals that were put to vote at the Annual Meeting.
Proposal 1 — Election of Directors
The following three Class I directors were
elected to serve for three-year terms until the 2023 annual meeting of stockholders and until their respective successors are elected
and qualified.
Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Carrie L. Bourdow
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33,250,001
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1,275,256
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39,629,057
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Anne M. Phillips, M.D.
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32,876,157
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1,649,100
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39,629,057
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Barbara Yanni
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33,498,001
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1,027,256
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39,629,057
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Proposal 2 — Ratification of the selection of
Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2020.
For
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Against
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Abstain
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Broker Non-Votes
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69,707,088
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530,557
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3,916,669
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0
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Proposal 3 — Approval, on a non-binding advisory basis,
of the compensation of the Company’s named executive officers as disclosed in the proxy statement.
For
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Against
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Abstain
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Broker Non-Votes
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27,281,170
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5,965,462
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1,278,625
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39,629,057
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Proposal 4 — Approval, on a non-binding advisory basis,
of the frequency of future voting on the non-binding advisory vote on the compensation of the Company's named executive officers
as disclosed in the proxy statement.
1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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31,128,911
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807,174
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898,815
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1,690,357
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0
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Proposal 5 – Withdrawn
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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TREVENA, INC.
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Date: May 15, 2020
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By:
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/s/
Barry Shin
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Barry Shin
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Senior Vice President,
Chief Financial Officer
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