Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 5, 2018, Versartis, Inc. (Versartis or the Company) held a Special Meeting of Stockholders at the Garden Court Hotel in
Palo Alto, California (the Special Meeting). As of September 5, 2018, the Companys record date, there were a total of 36,240,673 shares of Common Stock outstanding and entitled to vote at the Special Meeting. At the Special
Meeting, 28,220,428 shares of Common Stock were present in person or by proxy and, therefore, a quorum was present.
At the Special Meeting, the
Companys stockholders, upon the unanimous recommendation of the board of directors of Versartis: (a) voted in favor of the issuance of shares of Versartis common stock pursuant to the Agreement and Plan of Merger and Reorganization (the
Merger Agreement), dated as of June 3, 2018, by and among Versartis, Velo Merger Sub, Inc. and Aravive Biologics, Inc. (Aravive); (b) voted in favor of the amendment to the certificate of incorporation of Versartis
effecting a reverse stock split of the issued shares of Versartis common stock, at a ratio in the range from
2-for-1
to
15-for-1,
with such specific ratio to be mutually agreed upon by Versartis and Aravive; (c) elected each of Edmon R. Jennings and R. Scott Greer to serve as Class I directors for a three-year term
until the 2021 annual meeting and until his successor has been duly elected and qualified, or, if sooner, until the directors death, resignation or removal; and (d) ratified the appointment of PricewaterhouseCoopers LLP as the
Companys independent registered public accounting firm for the year ending December 31, 2018. No vote was taken on the fifth proposal, the proposal to adjourn the Special Meeting, if necessary, for the purpose of soliciting additional
proxies to vote in favor of the issuance of shares of Versartis common stock pursuant to the Merger Agreement and/or the approval of the amendment to the certificate of incorporation of Versartis effecting a reverse stock split, because there were
sufficient votes at the Special Meeting to approve such proposals.
Each proposal is described in detail in the Companys proxy
statement/prospectus/information statement, dated September 5, 2018, which was filed with the SEC on September 6, 2018, and first mailed to the Companys stockholders on September 7, 2018.
The voting results for each item of business voted upon at the Special Meeting were as follows:
Proposal 1 Approval of the Issuance of Common Stock in the Merger
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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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18,424,915
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551,916
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223,443
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9,020,154
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Proposal 2 Approval of the Amendment to the Certificate of Incorporation of Versartis Effecting the Reverse Stock
Split at a Ratio in the Range from
2-for-1
to
15-for-1
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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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25,659,789
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2,133,284
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427,355
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Proposal 3 Election of Edmon R. Jennings and R. Scott Greer to serve on the Versartis board of directors as
Class I directors for a three-year term
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For
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Withheld
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Broker Non-Votes
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Edmon R. Jennings
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15,005,828
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4,194,446
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9,020,154
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R. Scott Greeg
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16,060,531
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3,139,743
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9,020,154
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Proposal 4 Ratification of the Selection of the Independent Registered Public Accounting Firm
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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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27,918,714
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194,323
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107,391
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Item 8.01. Other Events.
The Company plans to issue a press release announcing the closing of the merger, which is anticipated in the next few days following satisfaction of remaining
conditions to closing.
Forward-Looking Statements
This communication contains forward-looking statements (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934,
as amended, and Section 27A of the United States Securities Act of 1933, as amended) concerning the anticipated closing of the merger. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and
uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any