lens-8k_20180830.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): August 30, 2018

 

PRESBIA PLC

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

 

 

Ireland

(State or Other Jurisdiction

of Incorporation)

001-36824

(Commission

File Number)

98-1162329

(IRS Employer

Identification No.)

 

 

120/121 Baggot Street Lower

Dublin 2 Ireland

(Address of Principal Executive Offices)(Zip Code)

 

+353 (1) 659 9446

Registrant's Telephone Number

 

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:

 

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))

 

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.

  

Equity Plan Amendment

 

On August 30, 2018, at the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of Presbia PLC (the “Company”), the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Presbia PLC Incentive Plan, as amended (as amended by the Plan Amendment, the “Amended Plan”), which increases the number of shares reserved for issuance under the Amended Plan by 300,000 ordinary shares to 2,500,000 ordinary shares. The Company’s board of directors had previously approved the Plan Amendments, subject to stockholder approval, and the Plan Amendments became effective upon such stockholder approval.

 

 

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

 

On August 30, 2018, Presbia PLC (the “Company”) held its Annual General Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders voted on the proposals set forth below, as described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 30, 2018.  The final voting results are set forth below.

 

 

Proposal 1: Election of Directors.

 

By separate resolutions, elect to our Board of Directors (the "Board") to serve as directors until the conclusion of the annual general meeting of shareholders held in 2019 the following individuals nominated by our Board.

 

Each of the following persons received the number of votes set opposite such person's name:

 

 

 

For

Against

Abstain

Non Votes

Gerd Auffarth

 

15,197,309

 

15,591

 

21,267

 

1,574,412

Robert Cresci

 

15,184,369

 

49,698

 

100

 

1,574,412

Gerald Farrell

 

15,202,520

 

10,380

 

21,267

 

1,574,412

Zohar Loshitzer

 

15,184,169

 

49,898

 

100

 

1,574,412

Richard Ressler

 

15,140,143

 

93,924

 

100

 

1,574,412

Mark Yung

 

13,886,291

 

1,347,776

 

100

 

1,574,412

 

 

PROPOSAL 2 - Ratify, in a non-binding advisory vote, the appointment of Squar Milner LLP as the independent registered public accounting firm of Presbia PLC with respect to Presbia's U.S. financial statements and to authorize, in a binding vote, the Audit Committee of the Board to set such auditor's remuneration.

 

For

Against

Abstain

Non Votes

16,606,298

190,496

11,785

0

 

 

 


 

PROPOSAL 3- Ratify, in a non-binding advisory vote, the appointment of Moore Stephens LLP as the independent statutory auditor of Presbia PLC with respect to Presbia's Irish financial statements and to authorize, in a binding vote, the Audit Committee of the Board to set such auditor's remuneration.

 

For

Against

Abstain

Non Votes

16,585,131

190,496

32,952

0

 

 

PROPOSAL 4 -To adopt an amendment to the Presbia Incentive Plan to increase the number of ordinary shares available for awards thereunder.

 

For

Against

Abstain

Non Votes

13,946,874

1,266,126

21,167

1,574,412

 

 

PROPOSAL 5 - To renew the board of directors existing authority under Irish law to allot and issue ordinary shares.

 

For

Against

Abstain

Non Votes

15,929,975

857,437

21,167

0

 

 

PROPOSAL 6 - To renew the board of directors' existing authority under Irish law to allot and issue ordinary shares for cash without first offering those ordinary shares to existing shareholders pursuant to the statutory pre-emptive right that would otherwise apply.

 

For

Against

Abstain

Non Votes

15,159,164

53,536

21,467

1,574,412

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

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.

 

 

 

 

 

PRESBIA PLC

 

 

 

 

 

 

 

By: /s/ Richard T. Fogarty

 

 

 

Name: Richard T. Fogarty

 

 

 

Title: Chief Accounting Officer

 

Dated:    September 6, 2018