6-K

 

 

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 December 2019

Commission File Number: 001-37773

 

 

Merus N.V.

(Translation of Registrant’s Name into English)

 

 

Yalelaan 62

3584 CM Utrecht

The Netherlands

+31 85 016 2500

(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

Extraordinary General Meeting Minutes and Results

On December 31, 2019, Merus N.V. (the “Company”) held its extraordinary general meeting of shareholders (the “Extraordinary Meeting”). At the Extraordinary Meeting, the shareholders appointed Dr. Sven (Bill) Ante Lundberg as executive director of the Company, effective as of December 31, 2019, until the end of the annual general meeting of shareholders of the Company to be held in 2023.

The minutes from the Extraordinary Meeting are furnished herewith as Exhibit 1 and the voting results of the Extraordinary 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 Statements on Form F-3 (File Nos. 333-233367 and 333-233383) and Registration Statements on Form S-8 (File Nos. 333-211497 and 333-230708).


EXHIBIT INDEX

 

Exhibit
No.

  

Description

1    Minutes of the Extraordinary General Meeting of Merus N.V.
2    Results of the Extraordinary 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: December 31, 2019     By:  

/s/ Sven A. Lundberg

    Name:   Sven (Bill) Ante Lundberg
    Title:   President, Chief Executive Officer and Principal Financial Officer
EX-1

Exhibit 1

MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

MERUS N.V.

December 31, 2019

Minutes of the extraordinary 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 December 31, 2019 at 15:00 hours (CET) at the offices of NautaDutilh N.V., Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands (the Meeting).

The Meeting was attended by Dr. Bill Lundberg, Mr. Peter Silverman, Ms. Anne Noordzij, Mr. Paul van der Bijl and Mr. Koen Biesma.

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, 5,499,286 ordinary shares in the Company’s capital were represented, representing 19.04% of the Company’s issued share capital.

The attendees of the Meeting had no questions or comments with respect to the items included on the agenda for the Meeting.

After having put the only voting item on the agenda for the Meeting to a vote, it was concluded that such voting item on the agenda was passed by the requisite majority.

The Meeting was closed.

(signature page follows)


Signature page to the minutes of an extraordinary general meeting of Merus N.V. held on December 31, 2019

 

/s/ S.A. Lundberg

         

/s/ A. Noordzij

       
S.A. Lundberg      A. Noordzij   
Chairman      Secretary   
EX-2

Exhibit 2

VOTING RESULTS OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

MERUS N.V.

December 31, 2019

Shares represented at the meeting: 5,499,286 ordinary shares (~19.04% of the issued share capital).

 

Agenda item

                   For                                     Against                                     Abstain                 

1. Opening

   N/A    N/A    N/A

2. Appointment of Dr. Lundberg

   5,499,286    0    0

3. Close

   N/A    N/A    N/A


For confirmation

 

 

/s/ A. Noordzij

A. Noordzij
Secretary of the meeting