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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2024

 

 

WAVE LIFE SCIENCES LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Singapore   001-37627   98-1356880

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

7 Straits View #12-00, Marina One  
East Tower  
Singapore   018936
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: +65 6236 3388

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

symbol

 

Name of each exchange

on which registered

$0 Par Value Ordinary Shares   WVE   The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On August 6, 2024, 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 5,000,000 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 2024 Annual General Meeting of Shareholders (the “Annual Meeting”) filed with the Securities and Exchange Commission on June 21, 2024 (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.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

(a)

On August 6, 2024, the Company held its 2024 Annual General Meeting of Shareholders. Of the 124,627,029 ordinary shares issued and outstanding and eligible to vote as of the meeting date of August 6, 2024, a quorum of 102,099,356 ordinary shares, or 81.9%, 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 to serve until the Company’s 2025 Annual General Meeting of Shareholders and until their 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

     94,216,416        311,644        9,938     

7,561,358

Mark H.N. Corrigan, M.D.

     94,064,384        464,474        9,140     

7,561,358

Christian Henry

     80,627,620        13,894,737        15,641     

7,561,358

Peter Kolchinsky, Ph.D.

     94,208,852        320,006        9,140     

7,561,358

Adrian Rawcliffe

     94,204,112        317,716        16,170     

7,561,358

Ken Takanashi

     84,642,761        9,879,216        16,021     

7,561,358

Aik Na Tan

     94,212,680        309,178        16,140     

7,561,358

Gregory L. Verdine, Ph.D.

     93,743,298        781,489        13,211     

7,561,358

Heidi L. Wagner, J.D.

     91,335,013        3,179,848        23,137     

7,561,358

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, 2024, 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 2025 Annual General Meeting of Shareholders, with the final votes cast as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

101,761,729

  316,576  

21,051

  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

94,323,501

 

195,606

 

18,891

 

7,561,358


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

82,321,912

 

12,184,069

 

32,017

 

7,561,358

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

80,951,341

 

13,571,383

 

15,274

 

7,561,358

Proposal 6- 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 Non-Vote

94,163,361

 

356,573

 

18,064

 

7,561,358

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit
No.
   Description
10.1+    Wave Life Sciences Ltd. 2021 Equity Incentive 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 12, 2024