8-K

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): May 25, 2023

NEVRO CORP

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-36715	56-2568057
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1800 Bridge Parkway
Redwood City, California		94065
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 251-0005

N/A

(Former Name or Former Address, if Changed Since Last Report)

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(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	NVRO	The New York Stock Exchange

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.

As previously announced in the Current Report on Form 8-K filed on April 19, 2023 by Nevro Corp. (the “Company”), Kevin Thornal, the current Chief Executive Officer and President of the Company, was appointed to the Company’s board of directors (the “Board”) on May 25, 2023, immediately following the conclusion of the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”).

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 12, 2023 (the “Proxy”). Only stockholders of record as of the close of business on March 28, 2023, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 35,691,848 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is as follows:

Proposal 1. The election of nine directors to the Board to hold office until the 2024 annual meeting of stockholders or until their respective successor is elected:

Nominee	Votes For	Votes Withheld	Broker Non-Votes
D. Keith Grossman	28,114,933	1,196,638	2,062,224
Michael DeMane	28,852,724	458,847	2,062,224
Frank Fischer	25,534,109	3,777,462	2,062,224
Sri Kosaraju	20,884,005	8,427,566	2,062,224
Shawn T McCormick	28,997,143	314,428	2,062,224
Kevin O'Boyle	28,843,167	468,404	2,062,224
Karen Prange	27,838,018	1,473,553	2,062,224
Susan Siegel	20,596,767	8,714,804	2,062,224
Elizabeth Weatherman	19,327,902	9,983,669	2,062,224

Proposal 2. The ratification of the selection by the audit committee of the Board of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023:

Votes For	Votes Against	Abstentions
31,361,023	8,451	4,321

As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.

Proposal 3. The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers:

Votes For	Votes Against	Abstentions	Broker Non-Votes
8,273,380	21,017,829	20,362	2,062,224

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.

			NEVRO CORP.
Date:	May 30, 2023	By:	/s/ Roderick H. MacLeod
			Roderick H. MacLeod Chief Financial Officer

XML

Document And Entity Information	May 25, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 25, 2023
Entity Registrant Name	NEVRO CORP
Entity Central Index Key	0001444380
Entity Emerging Growth Company	false
Securities Act File Number	001-36715
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	56-2568057
Entity Address, Address Line One	1800 Bridge Parkway
Entity Address, City or Town	Redwood City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94065
City Area Code	(650)
Local Phone Number	251-0005
Entity Information, Former Legal or Registered Name	N/A
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	NVRO
Security Exchange Name	NYSE