8-K 1 urov-8k_20190912.htm 8-K urov-8k_20190912.htm

 

 

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): September 12, 2019

 

Urovant Sciences Ltd.

(Exact name of Registrant as Specified in Its Charter)

 

 

Bermuda

 

001-38667

 

98-1463899

(State or Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

 

 

 

 

Suite 1, 3rd Floor

11-12 St. James’s Square

London SW1Y 4LB

United Kingdom

 

 

 

Not Applicable

(Address of Principal Executive Offices)

 

 

 

(Zip Code)

 

+44 (0) 207 400 3347

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 (see General Instructions A.2. below):

 

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 Shares, $0.000037453 par value

UROV

Nasdaq Global Select 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)

Urovant Sciences Ltd. 2019 Employee Stock Purchase Plan

On September 12, 2019, Urovant Sciences Ltd., or the Company, held its 2019 Annual General Meeting of Shareholders, or the Annual Meeting, in London, United Kingdom. At the Annual Meeting, the shareholders of the Company approved the Urovant Sciences Ltd. 2019 Employee Stock Purchase Plan, or the 2019 ESPP. The 2019 ESPP provides for the purchase by employees of up to an aggregate of 450,000 common shares, plus the number of common shares to be automatically added on November 1 of each year commencing on the first November 1 following the year in which the 2019 ESPP is adopted and ending on (and including) November 1, 2028. The annual addition to the share reserve shall be the lesser of (i) 1% of the total number of shares of capital stock outstanding on March 31 of the preceding calendar year, and (ii) 600,000 common shares.

A summary of the material terms of the 2019 ESPP is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 29, 2019, or the Proxy Statement, and is incorporated herein by reference. That summary is qualified in its entirety by reference to the full text of the 2019 ESPP, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Amendment to the Urovant Sciences Ltd. 2017 Equity Incentive Plan

At the Annual Meeting, the shareholders of the Company approved an amendment to the Urovant Sciences Ltd. 2017 Equity Incentive Plan, or, as amended, the 2017 Plan, to increase the number of common shares issuable thereunder from 4,283,431 to 7,283,431.

A summary of the material terms of the 2017 Plan is set forth in the Proxy Statement and is incorporated herein by reference. That summary is qualified in its entirety by reference to the full text of the 2017 Plan, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

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

There were 30,340,432 common shares entitled to vote at the Annual Meeting, and 28,060,936 shares were represented in person or by proxy at the Annual Meeting (approximately 92.5% of shares entitled to vote). Each of the proposals was approved, and each of the director nominees was elected, by the vote of the shareholders at the Annual Meeting as follows:

Proposal 1: To elect the Board of Directors’ six nominees for director, Myrtle S. Potter, Keith A. Katkin, Sef P. Kurstjens, M.D., Ph.D., Pierre Legault, James Robinson and Frank M. Torti, M.D., to serve as directors until the Company’s 2020 Annual General Meeting of Shareholders and until their successors are duly elected:

 

 

 

For

 

 

Withheld

 

 

Broker Non-Votes

 

Myrtle S. Potter

 

 

23,956,299

 

 

 

611,737

 

 

 

3,492,900

 

Keith A. Katkin

 

 

24,052,736

 

 

 

515,300

 

 

 

3,492,900

 

Sef P. Kurstjens, M.D., Ph.D.

 

 

24,417,169

 

 

 

150,867

 

 

 

3,492,900

 

Pierre Legault

 

 

24,417,169

 

 

 

150,867

 

 

 

3,492,900

 

James Robinson

 

 

24,523,256

 

 

 

44,780

 

 

 

3,492,900

 

Frank M. Torti, M.D.

 

 

23,916,299

 

 

 

651,737

 

 

 

3,492,900

 

 

Proposal 2: To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2020, to appoint Ernst & Young LLP as the Company’s auditor for statutory purposes under the Bermuda Companies Act 1981, as amended, for the fiscal year ending March 31, 2020 and to authorize the Board of Directors, through the Audit Committee, to set the remuneration for Ernst & Young LLP as the Company’s auditor for the fiscal year ending March 31, 2020:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

28,060,856

 

30

 

50

 

0

 

 


 

Proposal 3: To approve the Urovant Sciences Ltd. 2019 Employee Stock Purchase Plan:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

23,693,096

 

874,840

 

100

 

3,492,900

 

Proposal 4: To approve an amendment to the Urovant Sciences Ltd. 2017 Equity Incentive Plan to increase the number of common shares issuable thereunder from 4,283,431 to 7,283,431:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

21,914,651

 

2,418,146

 

235,239

 

3,492,900

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

 

 

 

 

 


 

SIGNATURE

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.

 

 

 

Urovant Sciences Ltd.

 

 

 

 

 

Dated: September 17, 2019

 

 

 

 

 

 

By:

 

/s/ Christine G. Ocampo

 

 

 

 

Christine G. Ocampo

 

 

 

 

Principal Financial and Accounting Officer