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. |
On June 10, 2022, Adverum Biotechnologies, Inc. (“Adverum”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, Adverum’s stockholders approved the amendment and restatement of the Adverum Biotechnologies, Inc. 2014 Employee Stock Purchase Plan (the “ESPP”) to increase the number of shares of common stock reserved for issuance thereunder by 5,800,000 shares (the “A&R ESPP”).
The A&R ESPP previously had been approved, subject to stockholder approval, by Adverum’s board of directors. The A&R ESPP became effective immediately upon stockholder approval at the Annual Meeting.
A more detailed summary of the material features of the A&R ESPP is set forth in Adverum’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 26, 2022 (the “Proxy Statement”) under the heading “PROPOSAL NO. 4: APPROVAL OF THE ADVERUM BIOTECHNOLOGIES, INC. AMENDED AND RESTATED 2014 EMPLOYEE STOCK PURCHASE PLAN.” The summary and the foregoing description are qualified in their entirety by reference to the full text of the A&R ESPP, which is attached to the Proxy Statement as Appendix A.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Stockholders who owned Adverum’s common stock at the close of business on April 13, 2022, the record date for the Annual Meeting, were entitled to vote at the 2022 Annual Meeting. As of the record date, 98,766,299 shares of Adverum’s common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 84,378,237 shares of Adverum’s common stock were voted in person or by proxy for the proposals set forth below, each of which is described in Adverum’s Proxy Statement.
Proposal No. 1. Election of Directors
Adverum’s stockholders elected the Class II director nominees below to Adverum’s Board of Directors, each to hold office until the 2025 Annual Meeting of Stockholders and his successor is elected and has qualified, or until his earlier death, resignation or removal. The votes were as follows:
| Votes For |
Votes Withheld |
Broker Non-Votes | ||||||||||
| Laurent Fischer, M.D. |
53,092,279 | 13,164,124 | 18,121,834 | |||||||||
| Patrick Machado |
43,719,627 | 22,536,776 | 18,121,834 | |||||||||
| James Scopa |
53,019,283 | 13,237,120 | 18,121,834 | |||||||||
Proposal No. 2. Ratification of Selection of Independent Registered Public Accounting Firm
Adverum’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of Adverum for its fiscal year ending December 31, 2022. The votes were as follows:
| Votes For | Votes Against |
Abstentions | Broker Non- Votes | |||
| 83,737,847 |
610,342 | 30,048 | — |
Proposal No. 3. Advisory Vote on Compensation of Named Executive Officers
Adverum’s stockholders approved, on an advisory basis, the compensation of Adverum’s named executive officers as set forth in the Proxy Statement. The votes were as follows:
| Votes For | Votes Against |
Abstentions | Broker Non- Votes | |||
| 45,129,231 |
20,810,165 | 317,007 | 18,121,834 |
Proposal No. 4. Approval of the Amended and Restated 2014 Employee Stock Purchase Plan
Adverum’s stockholders approved of the A&R ESPP as set forth in the Proxy Statement. The votes were as follows:
| Votes For | Votes Against |
Abstentions | Broker Non- Votes | |||
| 57,112,347 |
8,845,288 | 298,768 | 18,121,834 |
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.
| ADVERUM BIOTECHNOLOGIES, INC. | ||||
| Date: June 16, 2022 | By: | /s/ Laurent Fischer | ||
| Laurent Fischer, M.D. President and Chief Executive Officer | ||||