Cassava Sciences Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders

false 0001069530 0001069530 2025-05-23 2025-05-23

 

 

 

 

 

Pursuant to Section 13 or 15(d) of the

 

 

 

 

 

 

 

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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):

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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).

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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. ☐

 

 

As described in Item 5.07 below, on May 23, 2025, at the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of Cassava Sciences, Inc. (the “Company”), the stockholders of the Company approved an amendment to the Company’s Non-employee Director Compensation Program (the “Amended Non-employee Director Compensation Program”). Under the Amended Non-employee Director Compensation Program, the compensation of our non-employee directors changed, effective May 23, 2025, as follows:

 

 

 

 

 

 

 

 

For more information on the amendment, please see the related proposal in the Proxy Statement (as defined in Item 5.07 below).

 

The foregoing description of the Amended Non-employee Director Compensation Program does not purport to be complete and is qualified in its entirety by reference to the full text of the amended Plan, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.

 

 

The 2025 Annual Meeting of the Company was held at approximately 10 a.m. Central Time on May 23, 2025, pursuant to the Notice of Annual Meeting of Stockholders dated April 14, 2025 and duly delivered to all Company stockholders of record as of April 3, 2025. Of the 48,307,896 shares of the Company’s common stock entitled to vote at the 2025 Annual Meeting, 24,553,054 shares, or approximately 51%, were represented at the 2025 Annual Meeting virtually or by proxy, constituting a quorum. At the 2025 Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 14, 2025 (the “Proxy Statement”). The following is a brief description of each matter voted on and the certified results, including the number of votes cast for and against each matter, and if applicable, the number of abstentions and broker non-votes with respect to each matter.

 

Proposal One – Two (2) nominees for election to the Board of Directors were elected to serve for a three-year term, and until their successors are duly elected and qualified, based upon the following votes:

 

Proposal Two – An amendment to the Company’s Non-employee Director Compensation Program was approved based upon the following votes:

 

Proposal Three – An amendment to the Company’s Amended and Restated Certificate of Incorporation to reduce the Company's Board classification from three to two, which received an affirmative vote from approximately 91% of the votes cast, did not receive an affirmative vote of 66 2/3% of the outstanding common stock and was thus not approved based upon the following votes:

 

Proposal Four – The appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025, was ratified based upon the following votes:

 

Proposal Five – The 2024 executive compensation for the Company’s named executive officers was approved, on a non-binding advisory vote, based upon the following votes:

 

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.