UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2018
Commission File Number: 001-37773
Merus N.V.
(Exact Name of Registrant as Specified in Its Charter)
Yalelaan 62
3584 CM Utrecht
The Netherlands
+31 30 253 8800
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Annual General Meeting Minutes and Results
On July 20, 2018, Merus N.V. (the “Company”) held its annual general meeting (the “Annual Meeting”). At the Annual Meeting, the shareholders, among other things, elected Russell G. Greig and Len Kanavy as non-executive directors to the Company’s board of directors, each to serve until the 2022 annual general meeting of shareholders of the Company.
The minutes from the Annual Meeting are furnished herewith as Exhibit 1 and the results of the Annual Meeting are furnished herewith as Exhibit 2 to this Report on Form 6-K.
Exhibit 2 to this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-218432).
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 1 | Minutes of the Annual General Meeting of Merus N.V. | |
| 2 | Results of the Annual General Meeting of Merus N.V. | |
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, thereunto duly authorized.
| Merus N.V. | ||||||
| Date: July 26, 2018 | By: | /s/ Ton Logtenberg | ||||
| Name: | Ton Logtenberg | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 1
MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
MERUS N.V.
JULY 20, 2018
Minutes of the annual general meeting of shareholders of Merus N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, having its corporate seat at Utrecht, the Netherlands (the “Company”), held on July 20, 2018 at 08:00am CEST at the offices of NautaDutilh N.V., Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands (the “Meeting”).
The Meeting was attended by Ms. Anne Noordzij, the Company’s Head of Legal Europe, Mr. Jules van de Winckel, acting deputy civil law notary and legal counsel of the Company and Mr. Arief Roelse, legal counsel to the Company.
The Meeting had been convened with due observance of all relevant provisions of applicable law and the Company’s articles of association.
At the Meeting, 3,925,661 shares in the Company’s capital were represented, representing 17.35% of the Company’s issued share capital.
The attendees of the Meeting indicated that they had no questions or comments with respect to the items included on the agenda for the Meeting.
Agenda item 11 (Approval of amendment to awards granted under the company’s 2010 employee option plan) was not put to a vote as the requisite quorum was not represented at the Meeting. After having put all remaining voting items on the agenda for the Meeting to a vote, it was concluded that all such remaining voting items on the agenda were passed by the requisite majority.
The Meeting was closed.
(signature page follows)
Signature page to the minutes of the annual general meeting of Merus N.V. held on July 20, 2018
| /s/ A. Noordzij |
/s/ A. Roelse | |||
| A. Noordzij | A. Roelse | |||
| Chairman | Secretary |
Exhibit 2
VOTING RESULTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
MERUS N.V.
July 20, 2018
Shares represented at the meeting: 3,925,661 ordinary shares (~17.35% of the issued share capital).
| Agenda item |
For |
Against |
Abstain | |||||
| 1. |
Opening | N/A | N/A | N/A | ||||
| 2. |
Annual report | N/A | N/A | N/A | ||||
| 3. |
Corporate Governance | N/A | N/A | N/A | ||||
| 4. |
Implementation of compensation policy | N/A | N/A | N/A | ||||
| 5. |
Adoption of annual accounts | 3,925,661 | — | — | ||||
| 6. |
Dividend and reservation policy | N/A | N/A | N/A | ||||
| 7. |
Appointment of auditor | 3,925,661 | — | — | ||||
| 8. |
Release of directors from liability | 3,925,661 | — | — | ||||
| 9. |
Appointment of Mr. R. Greig | 3,925,661 | — | — | ||||
| 10. |
Appointment of Mr. L. Kanavy | 3,925,661 | — | — | ||||
| 11. |
Amendment of awards under 2010 employee option plan1 | — | — | — | ||||
| 12. |
Amendment non-executive director compensation program | 3,925,661 | — | — | ||||
| 13. |
Authorization of board to issue shares and grant rights to subscribe for shares | 3,925,661 | — | — | ||||
| 14. |
Authorization of board to limit or exclude pre-emption rights | 3,925,661 | — | — | ||||
| 15. |
Authorization of board to repurchase shares | 3,925,661 | — | — | ||||
| 16. |
Authorization of board to amend the call option agreement with the Company’s protective foundation | 3,925,661 | — | — | ||||
| 17. |
Close | N/A | N/A | N/A |
| 1 | Agenda item 11 was not put to a vote as the requisite quorum was not represented at the meeting |
For confirmation
| /s/ A. Roelse |
| A. Roelse |
| Secretary of the meeting |