vTv Therapeutics Inc.

06/08/2023 | Press release | Distributed by Public on 06/08/2023 14:25

Submission of Matters to a Vote of Security Holders - Form 8-K

vtvt-20230606

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 6, 2023
vTv Therapeutics Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-37524
47-3916571
(State or other jurisdiction
of incorporation)
(Commission File No.)
(IRS Employer
Identification No.)
3980 Premier Drive, Suite 310
High Point, NC27265
(Address of principal executive offices)
(336) 841-0300
(Registrant's telephone number, including area code)
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
Class A common stock, par value $0.01 per share VTVT
NASDAQ Capital 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.
On June 6, 2023, vTv Therapeutics Inc. (the "Company") held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"). The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:

(1)Based on the following results of the voting, the Company's stockholders elected the nominees listed below to the Company's Board of Directors, each to serve for a term to expire at the Company's 2024 annual meeting of stockholders or until their successors are duly elected and qualified:

Director Nominee
For
Withheld
Broker Non Votes
John A. Fry 65,554,590 245,544 10,687,845
Chandresh Harjivan
65,530,597 269,537 10,687,845
Keith Harris
65,281,995 518,139 10,687,845
Jonathan Isaacsohn 65,386,409 413,725 10,687,845
Hersh Kozlov 64,477,507 1,322,627 10,687,845
Fahed Al Marzooqi 65,413,332 386,802 10,687,845
Richard S. Nelson
65,280,700 519,434 10,687,845
Paul Sekhri 65,539,487 260,647 10,687,845
Howard L. Weiner 65,392,364 407,770 10,687,845
(2)The Company's stockholders approved on a nonbinding advisory basis the compensation paid to the Company's named executive officers based upon the following results of the voting:

For
Against Abstain Broker Non Votes

64,740,672 911,509 147,953 10,687,845
(3)The Company's stockholders set the frequency of future nonbinding advisory votes on the compensation paid to the Company's named executive officers as every three years based upon the following results of the voting:

1 Year
2 Years 3 Years Abstain Broker Non Votes

2,342,432 114,442 63,036,155 307,105. 10,687,845

Based upon the results of the voting, and consistent with the recommendation of the Board of Directors with regard to this proposal as set forth in the proxy materials for the Annual Meeting, the Company intends to conduct a non-binding advisory vote on the compensation of its named executive officers every three years until the next required vote regarding the frequency of advisory votes regarding the compensation of the company's named executive officers.
(4)The appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, was ratified based on the following results of the voting:

For
Against Abstain Broker Non Votes

75,554,888 895,657 37,434 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, hereunto duly authorized.
VTV THERAPEUTICS INC.
By: /s/ Paul J. Sekhri
Name: Paul J. Sekhri
Title: President and Chief Executive Officer
Dated: June 8, 2023