Presbia PLC
Presbia PLC (Form: 8-K, Received: 08/04/2017 17:05:35)

 

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 3, 2017

 

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

 

On August 3, 2017, 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 June 27, 2017.  The final voting results are set forth below.

 

 

Proposal 1: Election of directors .

 

The following is a list of the directors who were re-elected at the Annual Meeting to serve as directors until the conclusion of the annual general meeting of shareholders to be held in 2018.  The results of such vote for each director were as follows:

 

Name

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

 

 

 

 

 

 

 

 

Ralph Thurman

 

14,529,308

 

454,242

 

667

 

1,469,578

 

 

 

 

 

 

 

 

 

Richard Ressler

 

14,907,668

 

75,882

 

667

 

1,469,578

 

 

 

 

 

 

 

 

 

Zohar Loshitzer

 

14,971,817

 

12,400

 

0

 

1,469,578

 

 

 

 

 

 

 

 

 

Vladimir Feingold

 

14,971,817

 

12,400

 

0

 

1,469,578

 

 

 

 

 

 

 

 

 

Todd Cooper

 

14,592,190

 

391,360

 

667

 

1,469,578

 

 

 

 

 

 

 

 

 

Robert Cresci

 

14,982,114

 

1,436

 

667

 

1,469,578

 

 

 

 

 

 

 

 

 

Gerd Auffarth

 

14,983,321

 

229

 

667

 

1,469,578

 

 

 

 

 

 

 

 

 

Gerald Farrell

 

14,983,321

 

229

 

667

 

1,469,578

 

 

Proposal 2: Ratification of U.S. independent registered public accounting firm and authorization of the Audit Committee to set such auditor’s remuneration .

 

The shareholders ratified, in a non-binding vote, the appointment of Squar Milner, LLP as the Company’s independent registered public accounting firm with respect to the Company’s U.S. financial statements and authorized, in a binding vote, the Audit Committee of the Company’s Board of Directors to set such auditor’s remuneration.  The results of such vote were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

 

 

 

 

 

 

16,452,245

 

1,550

 

0

 

0

 


Proposal 3: Ratification of Irish independent statutory auditor and authorization of the Audit Committee to set such auditor’s remuneration .

 

The shareholders ratified, in a non-binding vote, the appointment of Moore Stephens LLP as the Company’s independent statutory auditor with respect to the Company’s Irish financial statements and authorized, in a binding vote, the Audit Committee of the Company’s Board of Directors to set such auditor’s remuneration.  The results of such vote were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

 

 

 

 

 

 

16,452,245

 

1,550

 

0

 

0

 

 

Proposal 4A: To approve the amendment and restatement of the Memorandum of Association of Presbia PLC to address the enactment of the Irish Companies Act of 2014 .

 

The shareholders adopted the amendment and restatement of the Memorandum of Association of Presbia PLC to address the enactment of the Irish Companies Act of 2014.  The results of such vote were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

 

 

 

 

 

 

16,443,925

 

1,550

 

8,320

 

0

 

 

Proposal 4B: To approve the amendment and restatement of the Articles of Association of Presbia PLC to address the enactment of the Irish Companies Act of 2014.

 

The shareholders adopted the amendment and restatement of the Articles of Association of Presbia PLC to address the enactment of the Irish Companies Act of 2014.  The results of such vote were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

 

 

 

 

 

 

16,445,262

 

1,550

 

6,983

 

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.

 

 

 

 

 

PRESBIA PLC

 

 

 

 

 

 

 

By: /s/ Jarett Fenton

 

 

 

Name: Jarett Fenton

 

 

 

Title:Chief Financial Officer

 

Dated:    August 4, 2017