UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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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 Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
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Name of Each Exchange on Which Registered |
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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. ☐
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Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
Shockwave Medical, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 25, 2021 (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. At the close of business on April 28, 2021, the record date for the Annual Meeting, there were 34,973,802 shares of the Company’s common stock, par value $0.001 per share, outstanding and entitled to vote, and 31,966,747 of such shares were voted in person or by proxy at the Annual Meeting on the proposals described below.
At the Annual Meeting, the Company’s stockholders voted on the following four 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 29, 2021. The number of votes cast with respect to each proposal was as indicated below:
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1. |
Election of Class II Directors. The following nominees were elected to serve as Class II directors until the Company’s 2024 annual meeting of stockholders and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation or removal, based on the following results of voting: |
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Nominee |
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Votes For |
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Votes Against |
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Votes Withheld |
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Broker Non-Votes |
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Antoine Papiernik |
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21,477,209 |
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0 |
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6,465,211 |
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4,024,327 |
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Sara Toyloy |
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27,883,496 |
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0 |
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58,924 |
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4,024,327 |
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2. |
Ratification of Selection of Independent Registered Public Accounting Firm. The selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2021 was ratified based on the following results of voting: |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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31,946,073 |
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9,524 |
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11,150 |
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N/A |
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3. |
Advisory Non-Binding Vote Regarding the Company’s Executive Compensation. The results of the advisory vote regarding the Company’s executive compensation were as follows: |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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18,463,424 |
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9,448,976 |
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30,020 |
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4,024,327 |
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4. |
Advisory Non-Binding Vote Regarding How Frequently the Company’s Stockholders Will Vote on Executive Compensation. The results of the advisory, non-binding vote regarding how frequently the Company’s stockholders will vote on our executive compensation were as follows:
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One Year |
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Two Years |
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Three Years |
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Abstentions |
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Broker Non-Votes |
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27,336,840 |
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32,638 |
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553,659 |
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19,283 |
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4,024,327 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
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Description of Exhibit |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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Shockwave Medical, Inc. |
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Date: June 29, 2021 |
/s/ Daniel K. Puckett |
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Daniel K. Puckett Chief Financial Officer |