0001935979
false
0001935979
2024-04-30
2024-04-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
April 30, 2024
Biohaven Ltd.
(Exact name of registrant as specified in its charter)
British Virgin Islands 001-41477 Not applicable
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
c/o Biohaven Pharmaceuticals, Inc.
215 Church Street
New Haven
,
Connecticut
06510
(Address of principal executive offices, including zip code)
(
203
)
404-0410
(Registrant's telephone number, including area code)
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:
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 Name of each exchange on which registered
Common Shares, no par value BHVN New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)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.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 30, 2024, Biohaven Ltd. (the "Company") held its 2024 annual meeting
of shareholders (the "Annual Meeting").
Set forth below are the results of the matters submitted for a vote of
shareholders at the Annual Meeting.
Proposal No. 1
: Election of directors for a term expiring at the 2027 Annual Meeting of
Shareholders.
Votes For Votes Against Abstained
Proposal No. 1(a): Julia P. Gregory 60,724,030 412,143 135,964
Proposal No. 1(b): John W. Childs 60,799,707 313,902 158,528
Proposal No. 1(c): Gregory H. Bailey, M.D. 46,277,398 14,858,298 136,441
Broker Non-Votes: 8,210,084
All three nominees were elected.
Proposal No. 2
: Ratification of the appointment of Ernst & Young LLP as independent auditors
for the fiscal year ending December 31, 2024.
Votes For Votes Against Abstained
Ratification of appointment of Ernst & Young LLP 69,043,113 154,493 284,615
Broker Non-Votes: 0
Proposal No. 2 was approved.
Proposal No. 3
: To approve, on a non-binding advisory basis, the frequency of the named
executive officer compensation advisory vote. The votes were cast as follows:
"1 Year" "2 Years" "3 Years" Abstained
60,824,258 25,138 79,614 343,127
Broker Non-Votes: 0
A frequency of "1 year" was approved.
As discussed above, in accordance with the recommendation of the Board of
Directors of the Company, the Company's shareholders approved, on an advisory
basis, "1 year" as the frequency for holding future advisory votes to approve
the compensation of the Company's named executive officers. In light of such
recommendation, at its meeting held on April 30, 2024 following the Annual
Meeting, the Board of Directors decided that the Company will hold advisory
votes on the compensation of the Company's named executive officers on an
annual basis until the next required vote on the frequency of holding an
advisory vote to approve named executive officer compensation.
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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.
Date: May 1, 2024
Biohaven Ltd.
By: /s/ Matthew Buten
Matthew Buten
Chief Financial Officer
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