8-K
false000145296500014529652022-06-092022-06-09

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 9, 2022

Minerva Surgical, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

001-40919

 

26-3422906

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

4255 Burton Dr., Santa Clara, CA 95054

(Address of Principal Executive Offices) (Zip Code)

 

(855) 646-7874

(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:

 

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, $0.001 par value per share

 

UTRS

 

The Nasdaq Stock Market LLC

 

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 9, 2022, Minerva Surgical, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders. Of the 28,515,958 shares of common stock outstanding and entitled to vote as of April 20, 2022, the record date, 24,261,912 shares of common stock were represented at the meeting in person or by proxy, constituting approximately 85.08% of the outstanding shares of common stock entitled to vote and constituting a quorum for the transaction of business.

The stockholders of the Company voted on the following items at the Meeting:

1.
To elect three Class I directors to serve until the 2025 Annual Meeting of stockholders or until their respective successors are duly elected and qualified; and
2.
To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

 

Proposal One – Election of Directors

 

The table below presents the voting results of the election of the three Class I directors to the Company’s Board of Directors by the Company’s stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nominee

 

Votes For

 

Votes Withheld

 

 

Percent of Voted

Broker Non-Votes

David M. Clapper

 

 

23,746,059

 

 

 

184,189

 

 

 

 

 

83.27%

 

331,664

 

David M. Renzi

 

 

23,564,856

 

 

 

365,392

 

 

 

 

 

82.64%

 

331,664

 

Niquette Hunt

 

 

23,746,181

 

 

 

184,067

 

 

 

 

 

83.27%

 

331,664

 

 

Proposal Two – Ratification of Appointment of Independent Registered Public Accounting Firm

 

The Company’s stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 by the following votes:

 

Votes For

 

Votes Against

 

Abstentions

 

 

Broker Non-Votes

24,257,138

 

 

4,654

 

 

 

120

 

 

 

 

 

 

 

     0.00

 

 


 

 

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.

 

 

 

 

 


MINERVA SURGICAL, INC.

 

Date: June 13, 2022

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Joel R. Jung

 

 

 

 

Chief Financial Officer

 

 

 

 

(Principal Financial and Accounting Officer)