SEC Form 8-K filed by Zevra Therapeutics Inc.
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 29, 2025, Zevra Therapeutics, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) for the following purposes:
| • | to elect two Class I directors to the Company’s board of directors (the “Board”) to hold office until the 2028 annual meeting of stockholders; and |
| • | to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025. |
Of the 54,679,363 shares outstanding as of the April 4, 2025 record date, at least 44,517,743 shares, or 81.4%, were present or represented by proxy at the 2025 Annual Meeting.
At the 2025 Annual Meeting, each of Wendy Dixon, Ph.D. and Tamara A. Favorito was elected as a director of the Company.
Based on tabulation and validation by First Coast Results, Inc., the independent inspector of election for the 2025 Annual Meeting (the “Inspector of Election”), the final voting results on each of the matters submitted to a vote of stockholders at the 2025 Annual Meeting were as follows:
| 1. Election of Directors |
For | Withheld | Broker Non-Votes | |||||||||
| Wendy Dixon, Ph.D. |
25,795,548 | 9,075,888 | 9,645,307 | |||||||||
| Tamara A. Favorito |
25,599,993 | 9,272,443 | 9,645,307 | |||||||||
As disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2025, Daniel J. Mangless, a stockholder of the Company, previously indicated his intention to nominate each of Travis C. Mickle, Ph.D., and Arthur C. Regan (the “Mangless Nominees”) for election as directors at the 2025 Annual Meeting, in opposition to Dr. Dixon and Ms. Favorito.
However, Mr. Mangless subsequently failed to comply with Rule 14a-19(a)(3) under the Exchange Act, which requires Mr. Mangless to have solicited the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors. Additionally, Mr. Mangless failed to provide reasonable evidence of his compliance with Rule 14a-19(a)(3) in compliance with the Company’s amended and restated bylaws (the “Bylaws”). The Bylaws provide that, in the absence of such reasonable evidence by the applicable deadline, which was May 19, 2025, the nomination of and any votes for each such proposed nominee shall be disregarded. In addition, Mr. Mangless did not attend the 2025 Annual Meeting to validly nominate the Mangless Nominees, as required by the Bylaws. As a result of his failure to meet these requirements and as provided by the Bylaws, the Mangless Nominees were disregarded.
Had Mr. Mangless complied with the relevant legal requirements and the Company’s Bylaws, neither of the Mangless Nominees would have been elected as Class I directors at the 2025 Annual Meeting. Below are the votes that were received for each of the Mangless Nominees as of the date of the 2025 Annual Meeting, as reported to the Company by the Inspector of Election:
| For | Withheld | Broker Non-Votes | ||||||||||
| Travis C. Mickle, Ph.D. |
9,221,892 | 25,649,775 | 9,646,076 | |||||||||
| Arthur C. Regan |
8,359,291 | 26,512,375 | 9,646,077 | |||||||||
Also at the 2025 Annual Meeting, the stockholders of the Company ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025. The final voting results were as follows:
| For | Withheld | Abstentions | Broker Non-Votes |
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| 2. Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025. |
43,775,884 | 360,221 | 381,638 | 0 | ||||||||||||
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 thereunto duly authorized.
| Date: May 29, 2025 | Zevra Therapeutics, Inc. | |||||
| By: | /s/ Rahsaan W. Thompson | |||||
| Rahsaan W. Thompson Chief Legal Officer, Secretary and Compliance Officer | ||||||