swav-8k_20210625.htm

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:

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

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

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

ShockWave Medical, Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits