Nuvation Bio Inc 8-K, filed May 17, 2022
Nuvation Bio Inc. (NUVB)
About this 8-K
Nuvation Bio Inc filed this 8-K on May 17, 2022, reporting on events of May 16, 2022.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On May 16, 2022, Nuvation Bio Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) at which holders of 205,141,655 shares of the Company’s common stock (consisting of 204,141,655 shares of Class A Common Stock and 1,000,000 shares of Class B Common Stock) were present in person or by proxy, representing 94% of the Company’s Class A Common Stock and 100% of the Company’s Class B Common Stock outstanding and entitled to vote as of the record date of March 18, 2022, and constituting a quorum for transaction of business. At the Annual Meeting, the Company’s stockholders considered three proposals, each of which is described briefly below and in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 4, 2022 (the “Proxy Statement”). The final voting results for each proposal are set forth below.
Proposal No. 1 – Election of Directors.
The individuals listed below were elected at the Annual Meeting to serve as directors of the Company until the Company’s 2025 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal.
| CLASS A STOCK DIRECTORS: | FOR |
WITHHELD |
BROKER NON-VOTE | |||
| Ms. Kathryn E. Falberg | 175,646,918 | 15,343,563 | 13,151,174 | |||
| Mr. Oleg Nodelman | 146,224,413 | 44,766,068 | 13,151,174 |
| CLASS B STOCK DIRECTORS: | FOR |
WITHHELD |
BROKER NON-VOTE | |||
| Dr. David Hung, M.D. | 1,000,000 | 0 | 0 |
Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm.
The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE | |||
| 204,964,330 | 65,540 | 111,785 | 0 |
Proposal No. 3 – To recommend, on an advisory basis, the frequency of solicitation of advisory stockholder approval of executive compensation.
The Company’s stockholders approved, on an advisory basis, 1 year as the preferred frequency of the stockholders’ approval of the compensation of the Company’s named executive officers, as set forth in the Proxy Statement.
In light of the vote on Proposal No. 3, the Company has determined that it will include a stockholder vote on the compensation of the Company’s named executive officers in its proxy materials until the next required advisory vote on the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers.
| 1 YEAR |
2 YEARS |
3 YEARS |
ABSTAIN |
BROKER NON-VOTE | ||||
| 191,884,323 | 12,681 | 14,449 | 79,028 | 13,151,174 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 17, 2022 | NUVATION BIO INC. | |||||
| By: | /s/ Jennifer Fox | |||||
| Name: | Jennifer Fox | |||||
| Title: | Chief Financial Officer | |||||
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