00014792905/3/2023FALSE00014792902023-05-032023-05-03

(Address of principal executive offices and zip code)

(Registrant’s telephone number, including area code)

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. ¨

At the Company’s 2023 annual meeting of stockholders held on May 3, 2023, the stockholders voted on the three proposals listed below. The proposals are described in detail in the Company’s definitive proxy statement for the 2023 annual meeting filed with the Securities and Exchange Commission on March 23, 2023 and supplemented on March 31, 2023 (the “2023 Proxy Statement”). The results of the matters voted upon at the meeting were:

1.Each of the Class III nominees of the Company’s Board of Directors (the “Board”) were elected to hold office until the Company’s 2026 annual meeting of stockholders, as follows: Jill Beraud: 46,866,613 shares of common stock voted for and 15,900,896 shares of common stock withheld; Carey O’Connor Kolaja: 47,057,193 shares of common stock voted for and 15,710,316 shares of common stock withheld; and Dr. Vlad Coric: 62,511,724 shares of common stock voted for and 255,785 shares of common stock withheld. There were a total of 7,717,753 broker non-votes for the election of the Class III nominees. The terms of office of the Class I directors, Angus C. Russell, Julian S. Gangolli and Olivia C. Ware, continue until the Company’s 2024 annual meeting of stockholders. The terms of office of the Class II directors, Mark J. Foley and Christian W. Nolet, continue until the Company’s 2025 annual meeting of stockholders.

2.The stockholders ratified the selection by the Audit Committee of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023, as follows: 69,931,322 shares of common stock voted for, 447,254 shares of common stock voted against, 106,686 shares of common stock abstaining and no broker non-votes.

3.The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the 2023 Proxy Statement, as follows: 60,543,078 shares of common stock voted for, 2,144,177 shares of common stock voted against, 80,254 shares of common stock abstaining and 7,717,753 broker non-votes.

    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.