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): July 15, 2020
PROVENTION BIO, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38552 | 81-5245912 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
P.O.
Box 666, Oldwick, New Jersey 08858
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (908) 336-0360
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)) |
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 [X]
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. [X]
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchanged on Which Registered | ||
| Common Stock, $0.0001 par value per share | PRVB | The Nasdaq Global Select Market |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 15, 2020, Provention Bio, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The matters voted on at the Annual Meeting were: (1) the election of directors and (2) the ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2020. The final voting results were as follows:
1. The election of each of Ashleigh Palmer, Jeffrey Bluestone, Avery Catlin, Sean Doherty, Wayne Pisano and Nancy Wysenski as directors to hold office for a term of one year, until his or her successor is duly elected and qualified or he or she is otherwise unable to complete his or her term.
The votes were cast for this matter as follows:
| Nominees | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Ashleigh Palmer | 12,824,016 | 47,339 | 21,283,510 | |||||||||
| Jeffrey Bluestone | 12,831,738 | 39,617 | 21,283,510 | |||||||||
| Avery Catlin | 12,830,812 | 40,543 | 21,283,510 | |||||||||
| Sean Doherty | 12,831,737 | 39,618 | 21,283,510 | |||||||||
| Wayne Pisano | 11,888,326 | 983,029 | 21,283,510 | |||||||||
| Nancy Wysenski | 12,796,529 | 74,826 | 21,283,510 | |||||||||
2. The proposal to ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2020 was approved based upon the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 33,962,216 | 171,996 | 20,653 | 0 | |||||||||||
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Provention Bio, Inc. | ||
| Date: July 16, 2020 | By: | /s/ Andrew Drechsler |
| Andrew Drechsler | ||
| Chief Financial Officer | ||