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ENTA Enanta Pharmaceuticals

Filed: 5 Mar 21, 4:00pm

 

 

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): March 2, 2021

 

ENANTA PHARMACEUTICALS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-35839

04-3205099

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

500 Arsenal Street,

Watertown, Massachusetts

 

02472

(Address of principal executive offices, including zip code)

Registrant’s Telephone Number, Including Area Code: (617) 607-0800

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:

 

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

 

ENTA

 

NASDAQ

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The 2019 Equity Incentive Plan of Enanta was amended at the annual meeting of stockholders to increase the number of shares reserved for issuance thereunder by 950,000 shares. A copy of the plan as amended is filed herewith as an exhibit to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the annual meeting of stockholders held on March 2, 2021, Enanta’s stockholders voted on the following proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 28, 2021. 

Proposal No. 1: To Elect Two Class II Directors to Serve Until the 2024 Annual Meeting of Stockholders or until their respective successors are elected and qualified. 

The stockholders re-elected the following individuals as Class II directors of the Company:

 

Name of Director Nominee

 

Votes For

 

 

Votes Withheld

 

 

Broker

Non-Votes

 

Kristine Peterson

 

 

16,076,244

 

 

 

262,359

 

 

 

1,318,891

 

Terry Vance

 

 

13,696,327

 

 

 

2,642,276

 

 

 

1,318,891

 

Proposal No. 2: To Approve, an Amendment to Our 2019 Equity Incentive Plan.

The stockholders approved the amendment to our 2019 Equity Incentive Plan to increase the number of shares of Common Stock reserved for issuance under the plan by 950,000 shares.

Votes For

 

 

Votes Against

 

 

Abstain

 

 

Broker

Non-Votes

 

 

9,739,963

 

 

 

6,572,277

 

 

 

26,363

 

 

 

1,318,891

 

Proposal No. 3: To Approve, on an Advisory Basis, the Compensation Paid to the Company’s Named Executive Officers.

The stockholders approved the advisory vote on executive compensation, referred to as a “say-on-pay” vote.

 

Votes For

 

 

Votes Against

 

 

Abstain

 

 

Broker

Non-Votes

 

 

13,619,931

 

 

 

2,701,401

 

 

 

17,271

 

 

 

1,318,891

 

Proposal No. 4: To Ratify the Appointment of PricewaterhouseCoopers LLP as Enanta’s Independent Registered Public Accounting Firm for the 2021 Fiscal Year. 

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2021.

Votes For

 

 

Votes Against

 

 

Abstain

 

 

Broker

Non-Votes

 

17,268,857

 

 

 

378,423

 

 

 

10,214

 

 

0

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

 

Exhibit Description

 

 

10.1

104

 

 

2019 Equity Incentive Plan (As amended March 2021)

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

1


 

 

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.

 

 

 

ENANTA PHARMACEUTICALS, INC.

 

 

 

 

Date: March 5, 2021

 

By:

/s/ Jay R. Luly, Ph.D.

 

 

 

Jay R. Luly, Ph.D.

 

 

 

President and Chief Executive Officer

 

 

2