uniQure N.V. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07, on June 11, 2025, at the 2025 Annual General Meeting of Shareholders (the “Annual Meeting”), the shareholders of uniQure N.V. (the “Company”) approved an amendment to the Company’s Amended and Restated 2014 Share Incentive Plan (the “2014 Plan”) to increase the number of ordinary shares reserved for issuance thereunder (the “Plan Amendment”). The board of directors of the Company (the “Board”) approved the Plan Amendment on April 15, 2025, and directed that the Plan Amendment be submitted to a vote of the Company’s shareholders at the Annual Meeting. The Plan Amendment became effective immediately upon its approval by shareholders at the Annual Meeting.
A description of the 2014 Plan and the Plan Amendment are set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 28, 2025 (“Proxy Statement”). The foregoing description of the material terms of the 2014 Plan and the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the 2014 Plan, as amended by the Plan Amendment, a conformed copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 11, 2025, the Company held its Annual Meeting. There were 54,748,496 ordinary shares entitled to vote or be voted. 39,203,211 ordinary shares were voted in person or by proxy at the Annual Meeting.
The following are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which are described in the Proxy Statement.
Voting Proposal 1 - Resolution to adopt the 2024 Dutch statutory annual accounts and treatment of the results. This proposal was approved as set forth below.
For |
| Against |
| Abstain |
| Broker Non-Votes |
34,060,570 | 15,827 | 5,909 | 5,120,905 |
Voting Proposal 2 - Resolution to discharge liability of the members of the Board. This proposal was approved as set forth below.
For |
| Against |
| Abstain |
| Broker Non-Votes |
33,986,333 | 75,344 | 20,629 | 5,120,905 |
Voting Proposal 3 - Reappointment of Robert Gut as non-executive director. This proposal was approved as set forth below.
For |
| Against |
| Abstain |
| Broker Non-Votes |
33,950,518 | 106,055 | 25,733 | 5,120,905 |
Voting Proposal 4 - Reappointment of Matthew Kapusta as executive director. This proposal was approved as set forth below.
For |
| Against |
| Abstain |
| Broker Non-Votes |
33,948,169 | 111,825 | 22,312 | 5,120,905 |
Voting Proposal 5 - Reappointment of Jeremy Springhorn as non-executive director. This proposal was approved as set forth below.
For |
| Against |
| Abstain |
| Broker Non-Votes |
30,341,790 | 3,709,321 | 31,195 | 5,120,905 |
Voting Proposal 6 - Resolution to authorize sthe Board to issue ordinary shares and grant rights to subscribe for ordinary shares. This proposal was approved as set forth below.
For |
| Against |
| Abstain |
| Broker Non-Votes |
33,902,912 | 162,094 | 17,300 | 5,120,905 |
Voting Proposal 7 - Resolution to reauthorize the Board to exclude or limit preemptive rights upon the issuance of ordinary shares and granting of rights to subscribe for ordinary shares. This proposal was approved as set forth below.
For |
| Against |
| Abstain |
| Broker Non-Votes |
33,588,995 | 476,539 | 16,772 | 5,120,905 |
Voting Proposal 8 - Resolution to reauthorize the Board to repurchase ordinary shares. This proposal was approved as set forth below.
For |
| Against |
| Abstain |
| Broker Non-Votes |
33,979,374 | 92,426 | 10,506 | 5,120,905 |
Voting Proposal 9 - Resolution to appoint KPMG Accountants N.V. as external auditors of the Company for the financial year 2025. This proposal was approved as set forth below.
For |
| Against |
| Abstain |
| Broker Non-Votes |
39,177,095 | 14,254 | 11,862 | 0 |
Voting Proposal 10 - Resolution to approve, on an advisory basis, the compensation of the named executive officers of the Company. This proposal was approved as set forth below.
For |
| Against |
| Abstain |
| Broker Non-Votes |
32,363,219 | 1,599,559 | 119,528 | 5,120,905 |
Voting Proposal 11 - Resolution to approve the Plan Amendment and authorize the Board to issue ordinary shares and grant rights to subscribe for ordinary shares pursuant to the 2014 Plan (as amended by the Plan Amendment). This proposal was approved as set forth below.
For |
| Against |
| Abstain |
| Broker Non-Votes |
31,696,861 | 2,105,666 | 279,779 | 5,120,905 |
Based on the foregoing votes, the shareholders re-elected Matthew Kapusta as an executive director and Dr. Robert Gut and Dr. Jeremy Springhorn as non-executive directors, each to serve until the 2028 annual general meeting of shareholders of the Company, and approved all other proposals set forth on the agenda for the Annual Meeting.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
Exhibit No. | Description | |
10.1 | ||
104 | Cover Page Interactive Data File (embedded with 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, thereunto duly authorized.
| UNIQURE N.V. | |
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Date: June 13, 2025 | By: | /s/ Jeannette Potts |
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| Jeannette Potts |
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| Chief Legal and Compliance Officer |