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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 25, 2021

 

Shockwave Medical, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware

001-38829

27-0494101

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

5403 Betsy Ross Drive

Santa Clara, California

95054

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (510) 279-4262

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

Common Stock, par value $0.001

SWAV

Nasdaq Global Market

 

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.

Shockwave Medical, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 25, 2021 (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. At the close of business on April 28, 2021, the record date for the Annual Meeting, there were 34,973,802 shares of the Company’s common stock, par value $0.001 per share, outstanding and entitled to vote, and 31,966,747 of such shares were voted in person or by proxy at the Annual Meeting on the proposals described below.

At the Annual Meeting, the Company’s stockholders voted on the following four proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2021. The number of votes cast with respect to each proposal was as indicated below:

 

1.

Election of Class II Directors. The following nominees were elected to serve as Class II directors until the Company’s 2024 annual meeting of stockholders and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation or removal, based on the following results of voting:

Nominee

 

Votes For

 

 

Votes Against

 

Votes Withheld

 

Broker Non-Votes

Antoine Papiernik

 

21,477,209

 

 

0

 

6,465,211

 

4,024,327

Sara Toyloy

 

27,883,496

 

 

0

 

58,924

 

4,024,327

 

2.

Ratification of Selection of Independent Registered Public Accounting Firm. The selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2021 was ratified based on the following results of voting:

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

31,946,073

 

9,524

 

11,150

 

N/A

 

 

3.

Advisory Non-Binding Vote Regarding the Company’s Executive Compensation. The results of the advisory vote regarding the Company’s executive compensation were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

18,463,424

 

9,448,976

 

30,020

 

4,024,327

 

 

 

4.

 

Advisory Non-Binding Vote Regarding How Frequently the Company’s Stockholders Will Vote on Executive Compensation. The results of the advisory, non-binding vote regarding how frequently the Company’s stockholders will vote on our executive compensation were as follows:

 

 

One Year

 

Two Years

 

Three Years

 

Abstentions

 

 

 

Broker Non-Votes

27,336,840

 

32,638

 

553,659

 

19,283

 

 

 

4,024,327

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

Exhibit Number

 

Description of Exhibit

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

 

Shockwave Medical, Inc.

Date: June 29, 2021

/s/ Daniel K. Puckett

 

Daniel K. Puckett

Chief Financial Officer