Current Report Filing (8-k)
May 14 2021 - 4:19PM
Edgar (US Regulatory)
0001429560
false
0001429560
2021-05-13
2021-05-13
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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):
May 13, 2021
TREVENA, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-36193
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26-1469215
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(State or other jurisdiction of
incorporation)
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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)
(610) 354-8840
(Registrant’s telephone number, including
area code)
n/a
(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:
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¨
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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:
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
¨
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. ¨
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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 161,273,660 shares outstanding as of the March 19, 2021 record date, of which 107,400,150
shares, or approximately 66.59%, 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 II 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, 2021 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, (iv) Proposal 4: Approval of an amendment to the Company’s Amended and Restated Certificate
of Incorporation, as amended, to increase the number of authorized shares of common stock from 200,000,000 to 300,000,000 was withdrawn
at the meeting and no votes were taken on Proposal 4. Set forth below are the voting results for each such matter.
Proposal 1 — Election of Directors
The following two Class II directors were
elected to serve for three-year terms until the 2024 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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Marvin H. Johnson, Jr.
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59,877,942
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9,571,197
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37,951,011
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Jake R. Nunn
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59,162,291
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10,286,848
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37,951,011
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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, 2021.
For
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Against
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Abstain
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Broker Non-Votes
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93,852,351
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11,799,163
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1,748,636
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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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47,704,629
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18,631,963
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3,112,547
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37,951,011
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Proposal 4 - 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.
Date: May 14, 2021
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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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