DBV Technologies S.A 8-K, filed May 16, 2022
DBV Technologies S.A. (DBVT)
About this 8-K
DBV Technologies S.A filed this 8-K on May 16, 2022, reporting on events of May 12, 2022.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 12, 2022, the Company held its Annual Combined Meeting of Shareholders (“Annual General Meeting”). At the Annual General Meeting, the Company’s shareholders voted on the twenty-seven proposals set forth below. The voting results with respect to each matter voted upon at the Annual General Meeting are set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 25, 2022.
Within the authority of the Ordinary Shareholders’ Meeting:
| 1. | The resolution approving the annual financial statements for the year ended on December 31, 2021 was approved, based on the following votes: |
| Voted For |
Voted |
Vote | ||
| 19,046,403 |
237,350 | 39,144 |
| 2. | The resolution approving the consolidated financial statements for the year ended on December 31, 2021 was approved, based on the following votes: |
| Voted For |
Voted |
Vote | ||
| 19,046,383 |
237,350 | 39,164 |
| 3. | The resolution allocating income for the year ended on December 31, 2021 was approved, based on the following votes: |
| Voted For |
Voted |
Vote | ||
| 19,136,889 |
144,447 | 41,561 |
| 4. | The resolution allocating the accumulated deficit to the “Additional paid-in capital” was approved, based on the following votes: |
| Voted For |
Voted |
Vote | ||
| 19,116,063 |
164,487 | 42,347 |
| 5. | The resolution regarding the statutory auditors’ special report on regulated agreements and acknowledgement of the absence of new regulated agreements was approved, based on the following votes: |
| Voted For |
Voted |
Vote | ||
| 19,134,779 |
148,106 | 40,012 |
| 6. | The resolution renewing the term of office of Michel de Rosen as director was approved, based on the following votes: |
| Voted For |
Voted |
Vote | ||
| 17,745,279 |
1,516,061 | 61,557 |
| 7. | The resolution renewing the term of office of Timothy E. Morris as director was approved, based on the following votes: |
| Voted For |
Voted |
Vote | ||
| 17,884,626 |
1,377,214 | 61,057 |
| 8. | The resolution renewing the term of office of Daniel B. Soland as director was approved, based on the following votes: |
| Voted For |
Voted |
Vote | ||
| 17,743,120 |
1,517,573 | 62,204 |
| 9. | The resolution approving the compensation policy for the Chairman of the Board of Directors and for the directors was approved, based on the following votes: |
| Voted For |
Voted |
Vote | ||
| 18,351,684 |
939,372 | 31,841 |
| 10. | The resolution approving the compensation policy for the Chief Executive Officer and/or any other executive corporate officer was approved, based on the following votes: |
| Voted For |
Voted |
Vote | ||
| 18,347,305 |
939,456 | 36,136 |
| 11. | The resolution approving, on an advisory basis, the compensation of named executive officers other than the Chief Executive Officer was approved, based on the following votes: |
| Voted For |
Voted |
Vote | ||
| 18,341,702 |
939,509 | 41,686 |
| 12. | The resolution approving the information set out in section I of Article L.22-10-9 of the French Commercial Code was approved, based on the following votes: |
| Voted For |
Voted |
Vote | ||
| 19,057,593 |
226,728 | 38,576 |
| 13. | The resolution approving the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended to Michel de Rosen, Chairman of the Board of Directors, was approved, based on the following votes: |
| Voted For |
Voted |
Vote | ||
| 18,342,182 |
944,615 | 36,100 |
| 14. | The resolution approving the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended to Daniel Tassé, Chief Executive Officer, was approved, based on the following votes: |
| Voted For |
Voted Against |
Vote | ||
| 18,335,946 |
947,764 | 39,187 |
| 15. | The resolution authorizing the Board of Directors to buy back company shares on the Company’s behalf pursuant to Article L. 22-10-62 of the French Commercial Code, length of authorization, purpose, terms, and maximum amount, suspension during a public offering period was approved, based on the following votes: |
| Voted For |
Voted Against |
Vote Withheld | ||
| 19,012,300 |
277,479 | 33,118 |
Within the authority of the Extraordinary Shareholders’ Meeting:
| 16. | The resolution authorizing the Board of Directors for the Company to cancel the shares bought back pursuant to Article L. 22-10-62 of the French Commercial Code, length of authorization, maximum amount, suspension during a public offering period was approved, based on the following votes: |
| Voted For |
Voted Against |
Vote Withheld | ||
| 19,008,734 |
201,041 | 113,122 |
| 17. | The resolution delegating powers to the Board of Directors to increase the capital by means of the incorporation of reserves, profits and/or premiums, duration of the delegation, maximum par value of the capital increase, treatment of fractional shares, suspension during a public offering period was approved, based on the following votes: |
| Voted For |
Voted Against |
Vote Withheld | ||
| 19,004,128 |
210,302 | 108,467 |
| 18. | The resolution delegating powers to the Board of Directors to issue Ordinary Shares, giving, if applicable, access to Ordinary Shares or the allocation of debt securities (of the Company or a group company) and/or securities giving access to Ordinary Shares (of the Company or a group company), with pre-emptive subscription rights waived in favor of categories of persons with certain characteristics, suspension during a public offering period was approved, based on the following votes: |
| Voted For |
Voted Against |
Vote Withheld | ||
| 17,623,285 |
1,595,472 | 104,140 |
| 19. | The resolution providing authorization to increase the total amount of shares issued was approved, based on the following votes: |
| Voted For |
Voted Against |
Vote Withheld | ||
| 17,745,412 |
1,516,796 | 60,689 |
| 20. | The resolution delegating powers to the Board of Directors to increase the capital by means of the issue of Ordinary Shares and/or securities giving access to capital, up to the limit of 10% of the capital, in consideration for contributions in kind of equity securities or securities giving access to the capital, duration of the delegation, suspension during a public offering period was approved, based on the following votes: |
| Voted For |
Voted Against |
Vote Withheld | ||
| 18,359,696 |
903,028 | 60,173 |
| 21. | The resolution delegating power to the Board of Directors to issue Ordinary Shares to be issued immediately or in the future by the Company, with pre-emptive subscription rights waived in favor of a category of persons meeting specified characteristics within the framework of an equity financing agreement on the United States stock market known as “At-The-Market Offering” or “ATM Program” was approved, based on the following votes: |
| Voted For |
Voted Against |
Vote Withheld | ||
| 6,050,923 |
1,613,905 | 11,658,069 |
| 22. | The resolution setting an overall limit on the maximum authorized amounts set under the resolutions 18th, 20th and 21st of this Meeting and the 25th, 26th and 31st resolutions of the General Meeting of May 19, 2021 was approved, based on the following votes: |
| Voted For |
Voted Against |
Vote Withheld | ||
| 18,888,849 |
369,408 | 64,640 |
| 23. | The resolution delegating powers to the Board of Directors to issue stock warrants (BSA), subscription and/or acquisition of new and/or existing stock warrants (BSAANE) and/or subscription and/or acquisition of new and/or existing redeemable stock warrants (BSAAR) with cancellation of preferential subscription rights, reserved for categories of persons, suspension during a public offering period was approved, based on the following votes: |
| Voted For |
Voted Against |
Vote Withheld | ||
| 18,361,776 |
898,989 | 62,132 |
| 24. | The resolution delegating powers to the Board of Directors to increase the share capital by the issue of Ordinary Shares and/or securities granting access to the capital, with pre-emptive subscription rights waived in favor of the members of a company savings plan pursuant to Articles L.3332-18 et seq. of the French Labor Code was approved, based on the following votes: |
| Voted For |
Voted Against |
Vote Withheld | ||
| 18,964,974 |
298,012 | 59,911 |
| 25. | The resolution providing authorization to the Board of Directors to allocate free existing and/or future shares to members of staff and/or certain corporate officers of the Company or related companies or economic interest groups, with shareholders waiving their pre-emptive rights, length of authorization, maximum amount, duration of vesting periods specifically in respect of disability and, if applicable, holding periods was approved, based on the following votes: |
| Voted For |
Voted Against |
Vote Withheld | ||
| 18,393,773 |
849,626 | 79,498 |
| 26. | The resolution providing authorization to the Board of Directors to grant share subscription and/or purchase options (stock options) to members of staff (and/or certain corporate officers) of the Company or related companies or economic interest groups, with shareholders waiving their pre-emptive rights, length of authorization, maximum amount, strike price, maximum term of the option was approved, based on the following votes: |
| Voted For |
Voted |
Vote | ||
| 18,387,374 |
847,567 | 87,956 |
| 27. | The resolution regarding powers to complete formalities was approved, based on the following votes: |
| Voted For |
Voted |
Vote | ||
| 19,165,079 |
123,026 | 34,792 |
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.
| Date: May 16, 2022 | DBV TECHNOLOGIES S.A. | |||||
| By: | /s/ Sébastien Robitaille | |||||
| Name: Sébastien Robitaille | ||||||
| Title: Chief Financial Officer | ||||||