SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 30, 2020
(Exact name of registrant as specified in its charter)
|The Netherlands||001-37773||Not Applicable|
(State or other jurisdiction of
incorporation or organization)
3584 CM Utrecht
(Address of principal executive offices) (Zip Code)
+31 85 016 2500
(Registrants telephone number, including area code)
(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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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
|Common Shares, 0.09 nominal value per share||MRUS||The Nasdaq Global Market|
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. ☒
|Item 5.07|| |
Submission of Matters to a Vote of Security Holders.
On June 30, 2020, 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 24,131,512 common shares were present or represented by proxy at the Annual Meeting, representing approximately 83.1% of the Companys outstanding common stock as of the June 2, 2020 record date. For Proposal 2, a total of 24,899,239 common shares were present or represented by proxy at the Annual Meeting, representing approximately 85.7% of the Companys outstanding common stock as of the June 2, 2020 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 Companys definitive proxy statement filed with the Securities and Exchange Commission on June 2, 2020.
Proposal 1 - Adoption of Dutch statutory annual accounts for the financial year 2019:
Proposal 2 - Appointment of the external auditor for the financial year 2020 for purposes of Dutch law:
Proposal 3 - Release of each member of our board of directors from liability for the exercise of their duties:
Proposal 4 - Re-appointment of Mark Iwicki as non-executive director:
Proposal 5 - Re-appointment of Gregory D. Perry as non-executive director:
Proposal 6 - Appointment of Paolo Pucci as non-executive director:
Proposal 7 - Approval of the amendment of the terms applicable to options granted under the Companys 2010 employee option plan to remove the pre-defined windows during which such options may be exercised:
Proposal 8 - Granting authorization to acquire shares (or depository receipts for such shares) in the Companys capital:
Proposal 9 - Approval of the amendment of the Companys Non-Executive Director Compensation Program (NED Program) to remove the limit on the number of shares that may be awarded to a non-executive director for initial and annual awards under the NED Program. The number of shares subject to such awards will continue to be determined by the grant date fair value set forth in the NED Program:
Based on the foregoing votes, the shareholders elected Paolo Pucci as a non-executive director and re-elected Mark Iwicki and Gregory Perry as non-executive directors, each to serve until the 2024 annual general meeting of shareholders of the Company, and approved Proposals 1, 2, 3, 7, 8 and 9.
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: July 6, 2020||By:|
|Name:||Sven (Bill) Ante Lundberg, M.D.|
|Title:||President, Chief Executive Officer and Principal Financial Officer|