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 6, 2023
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices)
(336 ) 841-0300
(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):
| 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 | ||||||
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 June 6, 2023, vTv Therapeutics Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:
(1)Based on the following results of the voting, the Company’s stockholders elected the nominees listed below to the Company’s Board of Directors, each to serve for a term to expire at the Company’s 2024 annual meeting of stockholders or until their successors are duly elected and qualified:
| Director Nominee | For | Withheld | Broker Non Votes | |||||||||||||||||
| John A. Fry | 65,554,590 | 245,544 | 10,687,845 | |||||||||||||||||
Chandresh Harjivan | 65,530,597 | 269,537 | 10,687,845 | |||||||||||||||||
Keith Harris | 65,281,995 | 518,139 | 10,687,845 | |||||||||||||||||
| Jonathan Isaacsohn | 65,386,409 | 413,725 | 10,687,845 | |||||||||||||||||
| Hersh Kozlov | 64,477,507 | 1,322,627 | 10,687,845 | |||||||||||||||||
| Fahed Al Marzooqi | 65,413,332 | 386,802 | 10,687,845 | |||||||||||||||||
Richard S. Nelson | 65,280,700 | 519,434 | 10,687,845 | |||||||||||||||||
| Paul Sekhri | 65,539,487 | 260,647 | 10,687,845 | |||||||||||||||||
| Howard L. Weiner | 65,392,364 | 407,770 | 10,687,845 | |||||||||||||||||
(2)The Company’s stockholders approved on a nonbinding advisory basis the compensation paid to the Company’s named executive officers based upon the following results of the voting:
For | Against | Abstain | Broker Non Votes | |||||||||||||||||
| 64,740,672 | 911,509 | 147,953 | 10,687,845 | |||||||||||||||||
(3)The Company’s stockholders set the frequency of future nonbinding advisory votes on the compensation paid to the Company’s named executive officers as every three years based upon the following results of the voting:
1 Year | 2 Years | 3 Years | Abstain | Broker Non Votes | ||||||||||||||||||||||
| 2,342,432 | 114,442 | 63,036,155 | 307,105. | 10,687,845 | ||||||||||||||||||||||
Based upon the results of the voting, and consistent with the recommendation of the Board of Directors with regard to this proposal as set forth in the proxy materials for the Annual Meeting, the Company intends to conduct a non-binding advisory vote on the compensation of its named executive officers every three years until the next required vote regarding the frequency of advisory votes regarding the compensation of the company's named executive officers.
(4)The appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, was ratified based on the following results of the voting:
For | Against | Abstain | Broker Non Votes | |||||||||||||||||
| 75,554,888 | 895,657 | 37,434 | 0 | |||||||||||||||||
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.
| VTV THERAPEUTICS INC. | |||||||||||
| By: | /s/ Paul J. Sekhri | ||||||||||
| Name: | Paul J. Sekhri | ||||||||||
| Title: | President and Chief Executive Officer | ||||||||||
Dated: June 8, 2023