WAVE LIFE SCIENCES LTD. (NASDAQ:WVE) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
| (a) | On August10, 2017, Wave Life Sciences Ltd. (the “Company”) held its 2017 Annual General Meeting of Shareholders (the “Annual Meeting”). Of the 27,731,412 shares of ordinary shares issued and outstanding and eligible to vote as of the meeting date of August10, 2017, a preliminary quorum of 26,239,546 shares, or approximately 94.62% of the eligible shares, was present in person or represented by proxy at the Annual Meeting. |
| (b) | The following actions were taken at the Annual Meeting, all of which are described in the Company’s definitive proxy statement that was filed with the Securities and Exchange Commission on July6, 2017 (the “Proxy Statement”). The preliminary voting results for each of the proposals voted upon at the Meeting are set forth below. |
Proposal 1 (a)– (g)– Shareholders re-elected each of the Company’s seven existing directors to the Board of Directors for a one-year term until the Company’s 2018 annual meeting of shareholders and his successor is duly elected and qualified, with the preliminary votes cast as follows:
|
Board of Directors Nominee |
For | Against | Abstain | Broker Non-Vote |
|
Paul B. Bolno, M.D. |
23,362,753 | 23,951 | 2,852,309 | |
|
Gregory L. Verdine, Ph.D. |
23,258,350 | 128,354 | 2,852,309 | |
|
Christian Henry |
23,358,420 | 28,284 | 2,852,309 | |
|
Peter Kolchinsky, Ph.D. |
22,777,098 | 609,606 | 2,852,309 | |
|
Koji Miura |
22,619,803 | 766,901 | 2,852,309 | |
|
Adrian Rawcliffe |
23,250,245 | 136,459 | 2,852,309 | |
|
Ken Takanashi |
20,000,331 | 3,386,373 | 2,852,309 |
Proposal 2– Shareholders re-appointed KPMG LLP to serve as the Company’s independent registered public accounting firm and independent Singapore auditor for the year ending December31, 2017, and to authorize the Audit Committee of the Board of Directors to fix KPMG LLP’s remuneration for services provided through the date of the Company’s 2018 Annual General Meeting of Shareholders, with the preliminary votes cast as follows:
|
For |
Against |
Abstain |
Broker Non-Vote |
| 26,236,928 | 2,616 |
Proposal 3– Shareholders approved the Company’s payment of cash and equity-based compensation to the Company’s non-employee directors for their service on the Board of Directors and its committees, in the manner and on the basis set forth in the Proxy Statement, with the preliminary votes cast as follows:
|
For |
Against |
Abstain |
Broker Non-Vote |
| 23,259,924 | 121,813 | 5,500 | 2,852,309 |
Proposal 4– Shareholders approved amendments to the Company’s 2014 Equity Incentive Plan to increase the total number of shares available for the grant of awards; to increase the U.S. Internal Revenue Code Section162(m) limit for the grant of equity awards and to add the material terms of performance goals to preserve the Company’s ability to receive corporate income tax deductions that may become available to Section162(m), with the preliminary votes cast as follows:
|
For |
Against |
Abstain |
Broker Non-Vote |
| 16,742,544 | 6,644,193 | 2,852,309 |
Proposal 5– Shareholders approved a general authorization for the directors of the Company to allot and issue ordinary shares of the Company, in the manner and on the basis set forth in the Proxy Statement, with the preliminary votes cast as follows:
|
For |
Against |
Abstain |
Broker Non-Vote |
| 23,355,568 | 26,169 | 5,500 | 2,852,309 |
About WAVE LIFE SCIENCES LTD. (NASDAQ:WVE)
WAVE Life Sciences Ltd. is a preclinical biopharmaceutical company. The Company focuses on developing its synthetic chemistry platform to develop and commercialize a pipeline of nucleic acid-based therapeutics. It develops nucleic acid therapeutics that target genetic defects to either reduce the expression of disease-promoting proteins or transform the production of dysfunctional mutant proteins into the production of functional proteins. Its advanced therapeutic programs are in Huntington’s disease, duchenne muscular dystrophy (DMD) and inflammatory bowel disease (IBD). In Huntington’s disease, it has programs that target HTT SNP-1 and HTT SNP-2; in DMD, it targets Exon 51, and in IBD, it targets SMAD7. It has selected lead product candidates in its programs targeting HTT SNP-1 and Exon 51. It has late-stage discovery programs in epidermolysis bullosa simplex, in which it targets KRT14 SNP-1 and KRT14 SNP-2, and in DMD, in which it is focused on an additional DMD target, AcRIIb.