Verona Pharma plc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 24, 2025, Verona Pharma plc (the “Company”) held its 2025 Annual General Meeting of Shareholders (the “AGM”). At the AGM, all resolutions were passed as proposed. Of the ordinary shares entitled to vote, there were 654,234,496 ordinary shares represented in person or by proxy at the AGM. The matters voted upon at the AGM, all of which were described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 18, 2025, and the final results of such voting are set forth below. Proxy forms that gave a person designated by the Company discretion have been included in the “For” total. In accordance with the terms of the deposit agreement by and among the Company, Citibank, N.A., as depositary, and holders and beneficial owners of American Depositary Shares (“ADSs”) issued thereunder, dated as of May 2, 2017, holders of ADSs as the ADS record date who did not provide the depositary bank with voting instructions on or before the voting cut-off time for ADS holders were deemed to have instructed the depositary bank to give a discretionary proxy to a person designated by the Company to vote the underlying ordinary shares at the AGM and the voting results below reflect that. A “vote withheld” is not a vote in law and votes withheld had no effect on the proposals. Votes withheld were counted as present and entitled to vote for purposes of determining a quorum.
Proposal 1. To re-elect Kenneth Cunningham, M.D. as a Director of the Company.
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||
| 581,835,715 | 13,000,884 | 59,466,152 | - |
Proposal 2. To re-elect Vikas Sinha as a Director of the Company.
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||
| 584,744,107 | 10,160,892 | 59,397,752 | - |
Proposal 3. To re-elect James Brady as a Director of the Company.
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||
| 590,232,355 | 4,675,044 | 59,395,352 | - |
Proposal 4. To receive and adopt the U.K. statutory annual accounts and Directors’ report for the year ended December 31, 2024 and the report of the auditors thereon (the “2024 U.K. Annual Report”).
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||
| 594,832,683 | 163,844 | 59,306,224 | - |
Proposal 5. To receive and approve, as a non-binding advisory resolution, the U.K. statutory Directors’ Remuneration Report for the year ended December 31, 2024, as set out on pages 21 to 43 of the 2024 U.K. Annual Report.
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||
| 431,170,660 | 163,665,531 | 59,466,560 | - |
Proposal 6. To re-appoint Ernst & Young LLP as the Company’s auditors, to hold office until the conclusion of the next annual general meeting of shareholders.
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||
| 654,070,652 | 163,844 | 59,306,224 | - |
Proposal 7. To authorize the Audit and Risk Committee to determine the auditors’ remuneration for the year ending December 31, 2025.
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||
| 594,925,203 | 46,368 | 59,331,180 | - |
Proposal 8. To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers.
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||
| 429,961,621 | 164,822,463 | 59,518,667 | - |
Proposal 9. To authorize the Directors generally and unconditionally for the purposes of Section 551 of the U.K. Companies Act 2006 (the “Companies Act”) to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company (“Rights”) up to an aggregate nominal amount of £7,031,895 (being up to a maximum of 140,637,892 shares representing 20% of the Company’s existing ordinary share capital as at the close of business on March 11, 2025 ) to such persons at such times and upon such conditions as the Directors may determine (subject to the Company’s Articles of Association).
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||
| 587,144,235 | 7,553,188 | 59,605,328 | - |
Proposal 10. Subject to and conditional upon the passing of resolution 13 above, to authorize the Directors pursuant to Section 570 and 573 of the Companies Act to allot equity securities (as defined in Section 560 of the Companies Act) for cash pursuant to the authority conferred by resolution 13 above and/or to sell ordinary shares held by the Company as treasury shares for cash, as if Section 561(1) of the Companies Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £7,031,895 (being up to a maximum of 140,637,892shares representing 20% of the Company’s existing ordinary share capital as at the close of business on March 11, 2025 ), shall replace any existing disapplication of Section 561 of the Companies Act to the extent not utilized at the date this resolution is passed and shall expire on June 1, 2026 unless previously renewed, varied or revoked by the Company in general meeting, provided that the Company may, before such expiry, make an offer or agreement which would or might require shares in the Company or rights to be allotted or granted or treasury shares to be sold after this authority expires and that the Directors may allot shares in the Company or grant rights or sell treasury shares pursuant to such an offer or agreement as if the authority conferred by this resolution had not expired..
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||
| 586,337,508 | 8,566,411 | 59,398,832 | - |
Based on the foregoing votes, the shareholders re-elected each of Kenneth Cunningham, M.D., Vikas Sinha and James Brady as directors, and approved Proposals 4, 5, 6, 7, 8, 9, and 10.
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.
| VERONA PHARMA PLC | ||
| Date: April 25, 2025 | By: | /s/ David Zaccardelli, Pharm. D. |
| Name: | David Zaccardelli, Pharm. D. | |
| Title: | President and Chief Executive Officer | |