arav-8k_20200914.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 14, 2020

 

Aravive, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-36361

 

26-4106690

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

River Oaks Tower

3730 Kirby Drive, Suite 1200

Houston, Texas 77098

(Address of principal executive offices)

 

(936) 355-1910

(Registrant’s telephone number, including area code)

 

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

Common stock, par value $0.0001 per share

 

ARAV

 

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

 

On September 14, 2020, Aravive, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders voted on four (4) proposals (the “Proposals”) and cast their votes as described below.  These Proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed on August 4, 2020 with the Securities and Exchange Commission (the “Definitive Proxy Statement”).

 

The final results for the Proposals as set forth in the Definitive Proxy Statement are as follows:

 

Proposal 1—Election of Directors

 

The following two (2) individuals were elected as Class III directors, to serve until the 2023 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified with the following votes:

 

Name of Director

 

Votes For

 

Withheld

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

1. Gail McIntyre

 

7,701,786

 

774,804

 

3,076,510

 

2. Eric Zhang

 

6,949,779

 

1,526,811

 

3,076,510

 

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm

 

The stockholders ratified and approved the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020 based on the votes set forth below:

  

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

10,662,812

 

90,579

 

799,709

 

0

 

 

Proposal 3Advisory vote on the approval executive compensation

 

The stockholders approved, on an advisory basis, the compensation of the Company’s named executed officers based on the votes set forth below:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

7,690,285

 

69,082

 

717,223

 

3,076,510

 

 

Proposal 4Advisory vote regarding the frequency of holding future advisory votes on executive compensation

 

The stockholders recommended, on an advisory basis, a one year frequency for holding an advisory vote on executive compensation based on the votes set forth below:

 

 

One Year

 

Two Years

 

Three Years

 

Abstentions

 

Broker Non-Votes

7,684,979

 

21,112

 

51,417

 

719,082

 

3,076,510

 

 

Based on the recommendations of the Company’s Board of Directors and its Compensation Committee to hold advisory votes on executive compensation every year and the vote of the stockholders on this matter (as set forth above), the Company has decided that an advisory stockholder vote on executive compensation will be held every year until the next advisory vote on the frequency of future stockholder advisory votes on executive compensation.



 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

September 14, 2020

ARAVIVE, INC.

(Registrant)

 

 

 

By:

 

/s/ Vinay Shah

 

Name:

 

Vinay Shah

 

Title:

 

Chief Financial Officer