Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 17, 2020




(Exact name of registrant as specified in its charter)




Delaware   001-38939   82-2129632

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

430 East 29th Street, Suite 1520

New York, New York

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (917) 336-9310



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.):

   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, par value $0.0001 per share   PRVL   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 17, 2020, Prevail Therapeutics Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the two proposals set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 27, 2020.

Proposal 1 – Election of Directors

Asa Abeliovich, M.D., Ph.D., Carl Gordon, Ph.D., CFA and Morgan Sheng, M.B.B.S., Ph.D., FRS were each elected to serve as a director of the Company’s Board of Directors until the 2023 Annual Meeting of Stockholders and until his successor is duly elected or until his earlier resignation or removal, by the following votes:



   Votes For        Votes Withheld        Broker Non-Votes  

Asa Abeliovich, M.D., Ph.D.

     26,071,989          743,592          854,844  

Carl Gordon, Ph.D., CFA

     25,258,533          1,557,048          854,844  

Morgan Sheng, M.B.B.S., Ph.D., FRS

     26,630,286          185,295          854,844  

Proposal 2 – Ratification of the Selection of Independent Registered Public Accounting Firm

The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020, by the following votes:


Votes For


Votes Against


Votes Abstain

27,531,055   3,155   136,215



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.





/s/ Brett Kaplan, M.D.


Brett Kaplan, M.D.

Chief Financial Officer

Date: June 17, 2020