UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 31, 2022, Merus N.V. (the “Company”) held its annual general meeting of shareholders (the “Annual Meeting”). For all proposals other than Proposal 2, a total of 30,317,970 common shares were present or represented by proxy at the Annual Meeting, representing approximately 69.6% of the Company’s outstanding common stock as of the May 3, 2022 record date. For Proposal 2, a total of 32,449,450 common shares were present or represented by proxy at the Annual Meeting, representing approximately 74.5% of the Company’s outstanding common stock as of the May 3, 2022 record date.
The following are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2022.
Proposal 1 - Adoption of Dutch statutory annual accounts for the financial year 2021:
| For |
Against | Abstain | Broker Non-Votes | |||
| 26,212,602 |
321 | 4,105,047 | 2,131,480 |
Proposal 2 - Appointment of the external auditor for the financial year 2022 for purposes of Dutch law:
| For |
Against | Abstain | Broker Non-Votes | |||
| 28,367,581 |
315 | 4,081,554 | — |
Proposal 3 - Release of each member of our board of directors from liability for the exercise of their duties:
| For |
Against | Abstain | Broker Non-Votes | |||
| 25,124,927 |
1,077,589 | 4,115,454 | 2,131,480 |
Proposal 4 - Re-appointment of Len Kanavy as non-executive director:
| For |
Against | Abstain | Broker Non-Votes | |||
| 24,301,389 |
1,934,757 | 4,081,824 | 2,131,480 |
Proposal 5 - Authorization of the Company’s board of directors to acquire shares (or depository receipts for such shares) in the Company’s capital:
| For |
Against | Abstain | Broker Non-Votes | |||
| 26,231,006 |
5,224 | 4,081,740 | 2,131,480 |
Proposal 6 - Approval of the amendment of the Non-Executive Director Compensation Program (“NED Program”) to (i) increase the value of option awards granted under the NED Program to more closely align with the 50th percentile of the Company’s U.S. peer group, and (ii) increase the amount by which the grant date fair value of option awards granted under the NED Program increases annually from 3% to up to 5%. The number of shares subject to such awards will continue to be determined in accordance with the NED Program:
| For |
Against | Abstain | Broker Non-Votes | |||
| 21,221,052 |
5,014,096 | 4,082,822 | 2,131,480 |
Proposal 7 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers:
| For |
Against | Abstain | Broker Non-Votes | |||
| 21,072,735 |
5,161,838 | 4,083,397 | 2,131,480 |
Proposal 8 - Approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers:
| 1 Year |
2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
| 26,197,512 |
1,656 | 35,860 | 4,082,942 | 2,131,480 |
Based on the foregoing votes, the shareholders re-elected Len Kanavy as a non-executive director to serve until the 2026 annual general meeting of shareholders of the Company, approved Proposals 1, 2, 3, 5, 6 and 7, and voted ‘1 Year’ for Proposal 8.
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.
| MERUS N.V. | ||||||
| Date: May 31, 2022 | By: | /s/ Sven A. Lundberg | ||||
| Name: | Sven (Bill) Ante Lundberg, M.D. | |||||
| Title: | President, Chief Executive Officer and Principal Financial Officer | |||||