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EX-99.1 - EX-99.1 - AVEO PHARMACEUTICALS, INC. | d929481dex991.htm |
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 10, 2020
AVEO Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-34655 | 04-3581650 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
30 Winter Street | ||
Boston, Massachusetts | 02108 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (857) 400-0101
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 (see General Instruction A.2. below):
☐ 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 | ||
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Common Stock, $0.001 par value | AVEO | Nasdaq Capital Market | ||
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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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 10, 2020, AVEO Pharmaceuticals, Inc. (the Company) held its 2020 Annual Meeting of Stockholders (the Annual Meeting). At the Annual Meeting, the Companys stockholders approved an amendment (Amendment No. 1) to the Companys 2019 Equity Incentive Plan (the 2019 Equity Incentive Plan), which had previously been adopted by the Companys Board of Directors (the Board) subject to stockholder approval.
The description of the 2019 Equity Incentive Plan, as amended by Amendment No. 1, on pages 46 to 55 of the Companys Proxy Statement for the 2020 Annual Meeting, filed with the Securities and Exchange Commission on April 28, 2020, is incorporated herein by reference. A complete copy of Amendment No. 1 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Companys stockholders voted on the following proposals:
1. The following nominees were elected to the Board for terms expiring at the 2021 annual meeting of stockholders.
For | Withheld | Broker Non-Votes | ||||||||||
Mr. Michael P. Bailey |
4,847,964 | 494,958 | 7,068,361 | |||||||||
Mr. Kenneth M. Bate |
4,591,719 | 751,203 | 7,068,361 | |||||||||
Dr. Anthony B. Evnin |
4,943,272 | 399,650 | 7,068,361 | |||||||||
Mr. Gregory T. Mayes |
4,939,396 | 403,526 | 7,068,361 | |||||||||
Ms. Scarlett Spring |
4,956,782 | 386,140 | 7,068,361 | |||||||||
Dr. Robert C. Young |
4,954,017 | 388,905 | 7,068,361 |
2. A non-binding, advisory proposal on the compensation of the Companys named executive officers was approved.
For: |
4,480,153 | |||
Against: |
779,438 | |||
Abstain: |
83,331 | |||
Broker Non-Votes: |
7,068,361 |
3. Amendment No. 1 to the Companys 2019 Equity Incentive Plan was approved.
For: |
4,393,518 | |||
Against: |
875,806 | |||
Abstain: |
73,598 | |||
Broker Non-Votes: |
7,068,361 |
4. The appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2020 was ratified.
For: |
11,907,700 | |||
Against: |
324,480 | |||
Abstain: |
179,103 | |||
Broker Non-Votes: |
0 |
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
99.1 | Amendment No. 1 to 2019 Equity Incentive Plan of AVEO Pharmaceuticals, Inc. |
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.
AVEO Pharmaceuticals, Inc. | ||||||
Date: June 10, 2020 | By: | /s/ Michael Bailey | ||||
Michael Bailey | ||||||
President and Chief Executive Officer |