UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On August 1, 2023, the shareholders of Wave Life Sciences Ltd. (the “Company”) approved an amendment to the Company’s 2021 Equity Incentive Plan, as amended (the “Amended 2021 Equity Incentive Plan”), that increases the number of ordinary shares authorized for issuance of awards under the Amended 2021 Equity Incentive Plan by 6,500,000 shares.
A detailed summary of the material features of the Amended 2021 Equity Incentive Plan is set forth in the Company’s definitive proxy statement for its 2023 Annual General Meeting of Shareholders (the “Annual Meeting”) filed with the Securities and Exchange Commission on June 26, 2023 (the “Proxy Statement”). That summary and the foregoing description are qualified in their entirety by reference to the text of the Amended 2021 Equity Incentive Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
(e) On August 1, 2023, the shareholders of the Company approved an amendment to the Company’s 2019 Employee Share Purchase Plan (the “Amended 2019 ESPP”) that increases the number of ordinary shares authorized for issuance under the Amended 2019 ESPP by 2,000,000 shares.
A detailed summary of the material features of the Amended 2019 ESPP is set forth in the Company’s Proxy Statement. That summary and the foregoing description are qualified in their entirety by reference to the text of the Amended 2019 ESPP, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
| (a) | On August 1, 2023, the Company held its 2023 Annual General Meeting of Shareholders. Of the 98,983,261 ordinary shares issued and outstanding and eligible to vote as of the meeting date of August 1, 2023, a quorum of 83,546,085 ordinary shares, or 84.4%, 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 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-elected nine of the Company’s existing directors to the Board of Directors for a term ending on the Company’s 2024 Annual General Meeting of Shareholders and until his or her successor is duly elected and qualified, with the final votes cast as follows:
| Board of Directors Nominee |
For | Against | Abstain | Broker | ||||||||||
| Paul B. Bolno, M.D., MBA |
79,250,899 | 134,322 | 1,107,510 | 3,053,354 | ||||||||||
| Mark H.N. Corrigan, M.D. |
79,316,599 | 71,046 | 1,105,086 | 3,053,354 | ||||||||||
| Christian Henry |
76,349,909 | 3,034,581 | 1,108,241 | 3,053,354 | ||||||||||
| Peter Kolchinsky, Ph.D. |
79,256,652 | 128,404 | 1,107,675 | 3,053,354 | ||||||||||
| Adrian Rawcliffe |
79,355,208 | 30,812 | 1,106,711 | 3,053,354 | ||||||||||
| Ken Takanashi |
70,139,009 | 9,249,372 | 1,104,350 | 3,053,354 | ||||||||||
| Aik Na Tan |
72,527,209 | 6,859,682 | 1,105,840 | 3,053,354 | ||||||||||
| Gregory L. Verdine, Ph.D. |
72,514,705 | 6,874,231 | 1,103,795 | 3,053,354 | ||||||||||
| Heidi L. Wagner, J.D. |
79,014,026 | 372,880 | 1,105,825 | 3,053,354 | ||||||||||
Proposal 2- Shareholders approved the re-appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm and independent Singapore auditor for the year ending December 31, 2023, 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 2024 Annual General Meeting of Shareholders, with the final votes cast as follows:
| For |
Against |
Abstain |
Broker | |||
| 83,495,478 | 45,691 | 4,916 | 0 |
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 final votes cast as follows:
| For | Against | Abstain | Broker Non-Vote | |||
| 79,308,018 | 68,746 | 1,115,967 | 3,053,354 |
Proposal 4- Shareholders approved the amendment to the Company’s 2021 Equity Incentive Plan, as amended, 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 | |||
| 78,539,704 | 835,472 | 1,117,555 | 3,053,354 |
Proposal 5- Shareholders approved the amendment to the Company’s 2019 Employee Share Purchase 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 | |||
| 79,345,186 | 38,012 | 1,109,533 | 3,053,354 |
Proposal 6- 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 | |||
| 66,559,346 | 12,815,255 | 1,118,130 | 3,053,354 |
Proposal 7- Shareholders approved on a non-binding, advisory basis only, the compensation of the Company’s 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 | |||
| 79,211,157 | 150,975 | 1,130,599 | 3,053,354 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1+ | Wave Life Sciences Ltd. 2021 Equity Incentive Plan, as amended | |
| 10.2+ | Wave Life Sciences Ltd. 2019 Employee Share Purchase Plan, as amended | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| + | Indicates management contract or compensatory plan or arrangement. |
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.
| WAVE LIFE SCIENCES LTD. | ||
| By: | /s/ Paul B. Bolno, M.D. | |
| Paul B. Bolno, M.D. | ||
| President and Chief Executive Officer | ||
Date: August 7, 2023