Document


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 16, 2019
 
Axovant Gene Therapies Ltd.
(Exact name of registrant as specified in its charter)
 
Bermuda
 
001-37418
 
98-1333697
(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 
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code): +44 203 997 8931
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 Shares, $0.00001 par value per share
 
AXGT
 
The Nasdaq Stock Market LLC
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 ý
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. ý




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

On August 16, 2019, Axovant Gene Therapies Ltd. (the “Company”) held its 2019 Annual General Meeting of Shareholders (the “Annual Meeting”) in London, United Kingdom. At the Annual Meeting, the shareholders considered and approved two proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 16, 2019.

Of the 22,780,672 common shares outstanding as of the record date, 21,096,600 shares, or 92.6%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of shareholders at the Annual Meeting.

Proposal No. 1: The following eight nominees for director were elected to serve as directors of the Company until the Company’s 2020 Annual General Meeting of Shareholders and until their successors are duly elected, by the following votes:

Name
 
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes
Frank Torti, M.D.
 
14,500,114
 
478,183
 
24,409
 
6,093,894
Atul Pande, M.D.
 
14,854,014
 
122,752
 
25,940
 
6,093,894
George Bickerstaff
 
14,839,396
 
139,316
 
23,994
 
6,093,894
Pavan Cheruvu, M.D.
 
14,504,384
 
474,452
 
23,870
 
6,093,894
Berndt Modig
 
14,835,758
 
141,008
 
25,940
 
6,093,894
Ilan Oren
 
14,473,652
 
503,262
 
25,792
 
6,093,894
Myrtle Potter
 
14,535,225
 
443,067
 
24,414
 
6,093,894
Senthil Sundaram
 
14,832,971
 
144,804
 
24,931
 
6,093,894

Proposal No. 2: The shareholders ratified the selection by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending March 31, 2020 and the appointment of Ernst & Young LLP as the Company’s auditor for statutory purposes under the Bermuda Companies Act 1981, as amended, for its fiscal year ending March 31, 2020, and authorized the Company’s Board of Directors, through the Audit Committee, to set the remuneration for Ernst & Young LLP as the Company’s auditor for its fiscal year ending March 31, 2020, by the following votes:

Votes For
 
Votes Against
 
Abstain
20,842,655
 
212,938
 
41,007


    







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.

 
 
 
AXOVANT GENE THERAPIES LTD.
 
 
 
 
 
 
 
Dated:
August 16, 2019
 
 
 
 
 
 
 
By:
/s/ David Nassif
 
 
 
 
Name:
David Nassif
 
 
 
 
Title:
Principal Financial Officer and Principal Accounting Officer