Form: 8-K

Current report filing

June 13, 2022

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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): June 9, 2022

 

TREVENA, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-36193 26-1469215
(State or other jurisdiction of
incorporation)
(Commission File No.) (IRS Employer
Identification No.)

 

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:

 

¨ 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:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
Common Stock, $0.001 par value   TRVN   The Nasdaq Stock Market LLC

 

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.

 

In connection with the Annual Meeting, there were 165,520,007 shares outstanding as of the April 27, 2022 record date, of which 112,397,235 shares, or approximately 67.90%, 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 III 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, 2022 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; and

 

(iv) Proposal 4: 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 prior to submission to the stockholders for a vote at the annual meeting. Although a majority of the shares voted were cast in favor of Proposal 4, due to the limited investor turnout, this did not constitute the majority of outstanding shares required to adopt Proposal 4.

 

Set forth below are the voting results for each such matter.

 

Proposal 1 — Election of Directors

 

The following three Class III directors were elected to serve for three-year terms until the 2025 annual meeting of stockholders and until their respective successors are elected and qualified.

 

Name   Votes For     Votes Withheld     Broker Non-Votes  
Scott Braunstein, M.D.     36,880,603       34,081,670       41,434,962  
Leon O. Moulder, Jr.     46,649,324       24,312,949       41,434,962  
Michael R. Dougherty     46,799,543       24,162,730       41,434,962  

 

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, 2022.

 

For     Against     Abstain     Broker Non-Votes  
  100,983,234       8,504,281       2,909,720       0  

 

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     Against     Abstain     Broker Non-Votes  
  38,296,933       31,566,672       1,098,668       41,434,962  

 

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.

 

  TREVENA, INC.
   
Date: June 13, 2022 By: /s/ Barry Shin
    Barry Shin
    Senior Vice President, Chief Financial Officer