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.
As described in Item 5.07, on November 15, 2023, at the 2023 Extraordinary General Meeting of Shareholders (the “Extraordinary Meeting”), the shareholders of uniQure N.V. (the “Company”) approved (i) an amendment and restatement of the Company’s 2014 Share Incentive Plan (the “2014 Plan Restatement”) to, among other things, extend the term to November 14, 2033, and (ii) an amendment to the 2014 Plan Restatement to increase the number of ordinary shares reserved for issuance thereunder (the “Restatement Amendment”). The Board of Directors of the Company approved the 2014 Plan Restatement and Restatement Amendment on September 27, 2023, and directed that the 2014 Plan Restatement and the Restatement Amendment be submitted to a vote of the shareholders at the Extraordinary Meeting. The 2014 Plan Restatement and the Restatement Amendment became effective immediately upon shareholder approval at the Extraordinary Meeting.
Descriptions of the 2014 Plan Restatement and the Restatement Amendment are set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 6, 2023 (“Proxy Statement”). The foregoing description of the material terms of the 2014 Plan Restatement and the Restatement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the 2014 Plan Restatement, as amended by the Restatement Amendment, a conformed copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 15, 2023, the Company held the Extraordinary Meeting. There were 47,811,479 Ordinary Shares entitled to be voted and 25,787,680 Ordinary Shares were voted in person or by proxy at the Extraordinary Meeting.
The following are the voting results for the proposals considered and voted upon at the Extraordinary Meeting, all of which are described in the Company’s Proxy Statement.
Voting Proposal 1 - Resolution to approve the amendment and restatement of the Company’s 2014 Share Incentive Plan. This proposal was approved as set forth below:
| For | Against | Abstain | Broker Non-Votes | |||
| 23,912,867 | 1,853,438 | 21,375 | 0 |
Voting Proposal 2 – If Voting Proposal No. 1 is adopted, resolution to approve an increase in the number of shares available under the 2014 Plan Restatement and authorization of the Board as the competent body to issue Ordinary Shares and grant rights to subscribe for Ordinary Shares pursuant to the 2014 Plan. This proposal was approved as set forth below:
| For | Against | Abstain | Broker Non-Votes | |||
| 23,907,957 | 1,855,973 | 23,750 | 0 |
Based on the foregoing votes, the shareholders approved Voting Proposals 1 and 2.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. | Description |
| 10.1 | Amended and Restated 2014 Share Incentive Plan of uniQure N.V. (conformed to include the First Amendment to the Amended and Restated 2014 Share Incentive Plan attached as Appendix B to the definitive proxy statement filed with the Securities and Exchange Commission on October 6, 2023) |
| 101 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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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, thereunto duly authorized.
| UNIQURE N.V. | ||
| Date: November 17, 2023 | By: | /s/ Jeannette Potts |
| Jeannette Potts | ||
| Chief Legal and Compliance Officer | ||
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