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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): May 23, 2024

 

 

NEVRO CORP.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-36715

56-2568057

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1800 Bridge Parkway

 

Redwood City, California

 

94065

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (650) 251-0005

 

N/A

(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

 

NVRO

 

The New York Stock Exchange

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 May 23, 2024, Nevro Corp. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 12, 2024 (the “Proxy”). Only stockholders of record as of the close of business on March 28, 2024, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 36,681,392 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is as follows:

Proposal 1. The election of ten directors to the Board to hold office until the 2025 annual meeting of stockholders or until their respective successor is elected:

 

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

D. Keith Grossman

 

28,821,079

 

627,448

 

2,554,188

Michael DeMane

 

29,043,855

 

404,672

 

2,554,188

Kevin Thornal

 

29,228,513

 

220,014

 

2,554,188

Kirt P. Karros

 

29,372,914

 

75,613

 

2,554,188

Sri Kosaraju

 

28,904,541

 

543,986

 

2,554,188

Shawn T McCormick

 

29,175,081

 

273,446

 

2,554,188

Kevin O'Boyle

 

29,218,103

 

230,424

 

2,554,188

Karen Prange

 

27,713,777

 

1,734,750

 

2,554,188

Susan Siegel

 

28,880,529

 

567,998

 

2,554,188

Elizabeth Weatherman

 

26,813,953

 

2,634,574

 

2,554,188

 

 

Proposal 2. The ratification of the selection by the audit committee of the Board of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024:

 

Votes For

 

Votes Against

 

Abstentions

31,867,514

 

115,761

 

19,440

 

As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.

 

Proposal 3. The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

28,039,355

 

1,403,078

 

6,094

 

2,554,188

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.

 

 

 

NEVRO CORP.

 

 

 

 

Date:

May 29, 2024

By:

/s/ Roderick H. MacLeod

 

 

 

Roderick H. MacLeod
Chief Financial Officer

 

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Document And Entity Information
May 23, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 23, 2024
Entity Registrant Name NEVRO CORP.
Entity Central Index Key 0001444380
Entity Emerging Growth Company false
Entity File Number 001-36715
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 56-2568057
Entity Address, Address Line One 1800 Bridge Parkway
Entity Address, City or Town Redwood City
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94065
City Area Code (650)
Local Phone Number 251-0005
Entity Information, Former Legal or Registered Name N/A
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value per share
Trading Symbol NVRO
Security Exchange Name NYSE
Nevro (NYSE:NVRO)
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