Wave Life Sciences : Submission of Matters to a Vote of Security Holders (Form 8-K)
August 17, 2021 at 02:07 am IST
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Submission of Matters to a Vote of Security Holders.
(a)
On August 10, 2021, Wave Life Sciences Ltd. (the 'Company') held its 2021 Annual General Meeting of Shareholders (the 'Annual Meeting'). Of the 50,770,379 ordinary shares issued and outstanding and eligible to vote as of the meeting date of August 10, 2021, a quorum of 37,018,397 ordinary shares, or 72.91%, 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 June 28, 2021 (the 'Proxy Statement'). The final voting results for each of the proposals voted upon at the Annual Meeting are set forth below.
Proposal 1 (a) - (i)- Shareholders re-electednine of the Company's existing directors to the Board of Directors for a term ending on the Company's 2022 Annual General Meeting of Shareholders and his or her successor is duly elected and qualified, with the final votes cast as follows:
Board of Directors Nominee
For
Against
Abstain
Broker
Non-Vote
Paul B. Bolno, M.D., MBA
33,864,224
59,438
8,719
3,086,016
Mark H.N. Corrigan, M.D.
33,839,396
82,609
10,376
3,086,016
Christian Henry
33,805,843
117,883
8,655
3,086,016
Peter Kolchinsky, Ph.D.
30,135,326
3,787,809
9,246
3,086,016
Adrian Rawcliffe
33,843,584
79,946
8,851
3,086,016
Ken Takanashi
32,012,104
1,912,341
7,936
3,086,016
Aik Na Tan
33,849,642
73,099
9,640
3,086,016
Gregory L. Verdine, Ph.D.
33,874,350
49,556
8,475
3,086,016
Heidi L. Wagner, J.D.
33,859,985
65,319
7,077
3,086,016
Proposal 2- Shareholders re-appointedKPMG LLP to serve as the Company's independent registered public accounting firm and independent Singapore auditor for the year ending December 31, 2022, 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 2022 Annual General Meeting of Shareholders, with the final votes cast as follows:
For
Against
Abstain
Broker Non-Vote
37,004,199
9,831
4,367
0
Proposal 3- Shareholders approved the Company's payment of cash and equity-based compensation to the Company's non-employeedirectors for their service on the Board of Directors and its committees (including payment in arrears to the Research and Development Committee for service for the period of January 1, 2021 through the date of the Annual Meeting and payments relating to withholding taxes to be paid to the U.S. Internal Revenue Service on behalf of one of our ex-U.S.Directors), in the manner and on the basis set forth in the Proxy Statement, with the final votes cast as follows:
For
Against
Abstain
Broker Non-Vote
33,850,944
69,846
11,591
3,086,016
Proposal 4- Shareholders approved the Company's 2021 Equity Incentive Plan, in the manner and on the basis set forth in the Proxy Statement, with the final votes cast as follows:
For
Against
Abstain
Broker Non-Vote
29,929,337
3,994,580
8,464
3,086,016
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 final votes cast as follows:
For
Against
Abstain
Broker Non-Vote
33,821,187
107,981
3,213
3,086,016
Proposal 6- Shareholders approved on a non-binding,advisory basis only, the compensation of our named executive officers, in the manner and on the basis set forth described in the proxy statement, with the final votes cast as follows:
For
Against
Abstain
Broker Non-Vote
33,669,973
249,754
12,654
3,086,016
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Wave Life Sciences Ltd. published this content on 16 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 August 2021 20:35:24 UTC.
Wave Life Sciences Ltd. is a biotechnology company. The Company is focused on unlocking the potential of RNA medicines (oligonucleotides), or those targeting ribonucleic acid (RNA), to transform human health. Its RNA medicines platform, PRISMTM, combines multiple modalities, chemistry innovation and deep insights in human genetics to deliver scientific breakthroughs that treat both rare and prevalent disorders. Its toolkit of RNA-targeting modalities includes RNA editing, splicing, antisense silencing and RNA interference (RNAi), providing Company with capabilities for designing and sustainably delivering candidates that optimally address disease biology. Its diversified pipeline includes clinical programs in Duchenne muscular dystrophy, Alpha-1 antitrypsin deficiency and Huntingtonâs disease, as well as a preclinical program in obesity. These programs include WVE-N531, WVE-006 and WVE-003. It is also building a pipeline of novel A-to-I RNA editing oligonucleotides (AIMers).