UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 21, 2025, Merus N.V. (the “Company”) held its annual general meeting of shareholders (the “Annual Meeting”). For all proposals, a total of 61,712,250 common shares were present or represented by proxy at the Annual Meeting, representing approximately 89.20% of the Company’s outstanding common shares as of the April 23, 2025 record date.
The following are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
Proposal 1 - Adoption of Dutch statutory annual accounts for the financial year 2024:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 57,716,793 | 29 | 18,530 | 3,976,898 |
Proposal 2 - Appointment of KPMG Accountants N.V. as the Company’s external auditor for the financial year 2025 for purposes of Dutch law:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 61,535,776 | 168,451 | 8,023 | 0 |
Proposal 3 - Release of each member of our board of directors from liability for the exercise of their duties during the financial year 2024:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 57,655,084 | 21,373 | 58,895 | 3,976,898 |
Proposal 4 - Re-appointment of Anand Mehra, M.D. as non-executive director, which comprises two separate voting items:
Proposal 4a – Opportunity to make recommendations for nomination by the Company’s group of non-executive directors:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 35,939,580 | 16,862,251 | 4,933,521 | 3,976,898 |
Proposal 4b - Re-appointment of Anand Mehra, M.D. as non-executive director:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 53,233,592 | 3,226,082 | 1,275,678 | 3,976,898 |
Proposal 5 - Re-appointment of Maxine Gowen, Ph.D. as non-executive director, which comprises two separate voting items:
Proposal 5a - Opportunity to make recommendations for nomination by the Company’s group of non-executive directors:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 35,108,942 | 16,868,490 | 5,757,920 | 3,976,898 |
Proposal 5b - Re-appointment of Maxine Gowen, Ph.D. as non-executive director:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 57,605,971 | 121,866 | 7,515 | 3,976,898 |
Proposal 6 - Granting authorization to the Company’s board of directors to acquire shares (or depository receipts for such shares) in the Company’s capital:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 57,698,272 | 1,912 | 35,168 | 3,976,898 |
Proposal 7 - Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 55,982,398 | 1,682,719 | 70,235 | 3,976,898 |
Based on the foregoing votes, the shareholders re-appointed Anand Mehra, M.D. as non-executive director to serve until the 2027 annual general meeting and re-appointed Maxine Gowen, Ph.D. as non-executive director to serve until the 2029 annual general meeting, and approved Proposals 1, 2, 3, 6 and 7.
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.
| MERUS N.V. | ||||||
| Date: May 22, 2025 | By: | /s/ Sven A. Lundberg | ||||
| Name: | Sven (Bill) Ante Lundberg, M.D. | |||||
| Title: | President, Chief Executive Officer | |||||