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): June 10, 2020
AVEO Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-34655 | 04-3581650 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 30 Winter Street | ||
| Boston, Massachusetts | 02108 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (857) 400-0101
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 Instruction 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 |
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| Common Stock, $0.001 par value | AVEO | Nasdaq Capital Market | ||
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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. |
On June 10, 2020, AVEO Pharmaceuticals, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (“Amendment No. 1”) to the Company’s 2019 Equity Incentive Plan (the “2019 Equity Incentive Plan”), which had previously been adopted by the Company’s Board of Directors (the “Board”) subject to stockholder approval.
The description of the 2019 Equity Incentive Plan, as amended by Amendment No. 1, on pages 46 to 55 of the Company’s Proxy Statement for the 2020 Annual Meeting, filed with the Securities and Exchange Commission on April 28, 2020, is incorporated herein by reference. A complete copy of Amendment No. 1 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders voted on the following proposals:
1. The following nominees were elected to the Board for terms expiring at the 2021 annual meeting of stockholders.
| For | Withheld | Broker Non-Votes | ||||||||||
|
Mr. Michael P. Bailey |
4,847,964 | 494,958 | 7,068,361 | |||||||||
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Mr. Kenneth M. Bate |
4,591,719 | 751,203 | 7,068,361 | |||||||||
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Dr. Anthony B. Evnin |
4,943,272 | 399,650 | 7,068,361 | |||||||||
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Mr. Gregory T. Mayes |
4,939,396 | 403,526 | 7,068,361 | |||||||||
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Ms. Scarlett Spring |
4,956,782 | 386,140 | 7,068,361 | |||||||||
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Dr. Robert C. Young |
4,954,017 | 388,905 | 7,068,361 | |||||||||
2. A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.
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For: |
4,480,153 | |||
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Against: |
779,438 | |||
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Abstain: |
83,331 | |||
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Broker Non-Votes: |
7,068,361 |
3. Amendment No. 1 to the Company’s 2019 Equity Incentive Plan was approved.
|
For: |
4,393,518 | |||
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Against: |
875,806 | |||
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Abstain: |
73,598 | |||
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Broker Non-Votes: |
7,068,361 |
4. The appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2020 was ratified.
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For: |
11,907,700 | |||
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Against: |
324,480 | |||
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Abstain: |
179,103 | |||
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Broker Non-Votes: |
0 |
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 |
Amendment No. 1 to 2019 Equity Incentive Plan of AVEO Pharmaceuticals, Inc. |
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.
| AVEO Pharmaceuticals, Inc. | ||||||
| Date: June 10, 2020 | By: |
/s/ Michael Bailey |
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| Michael Bailey | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 99.1
AMENDMENT NO. 1
TO 2019 EQUITY INCENTIVE PLAN OF
AVEO PHARMACEUTICALS, INC.
The 2019 Equity Incentive Plan of Aveo Pharmaceuticals, Inc. (the “2019 Equity Incentive Plan”) is hereby amended as follows:
1. Section 4(a)(1)(A) is hereby deleted in its entirety and the following is inserted in lieu thereof:
“2,300,000 shares of Common Stock.”
2. Section 4(b) is hereby deleted in its entirety and the following is inserted in lieu thereof:
“Sublimit on Awards to Non-Employee Directors. The maximum amount of cash and equity compensation (calculated based on grant date fair value for financial reporting purposes) granted in any calendar year to any individual non-employee director in his or her capacity as a non-employee director shall not exceed $450,000 for an incumbent non-employee director or $750,000 in the case of a non-employee director’s initial year of service; provided, however, that fees paid by the Company on behalf of any non-employee director in connection with regulatory compliance and any amounts paid to the non-employee director as reimbursement of an expense shall not count against the foregoing limit. The Board may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the Board may determine in its discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation. For the avoidance of doubt, cash and Awards granted under the Plan to non-employee directors in their capacity as consultants or advisors to the Company are not subject to the limitation set forth in this Section 4(b).”
Except as set forth above, the remainder of the 2019 Equity Incentive Plan remains in full force and effect.
Adopted by the Board of Directors on April 15, 2020.
Approved by the Stockholders on June 10, 2020.