FALSE0001641489NASDAQ00016414892023-06-062023-06-06

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 6, 2023
vTv Therapeutics Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-37524
47-3916571
(State or other jurisdiction
of incorporation)
(Commission File No.)
(IRS Employer
Identification No.)
3980 Premier Drive, Suite 310
High Point, NC 27265
(Address of principal executive offices)
(336) 841-0300
(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 (see General Instruction A.2. below):
¨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 classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.01 per shareVTVT
NASDAQ Capital Market
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 6, 2023, vTv Therapeutics Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:

(1)Based on the following results of the voting, the Company’s stockholders elected the nominees listed below to the Company’s Board of Directors, each to serve for a term to expire at the Company’s 2024 annual meeting of stockholders or until their successors are duly elected and qualified:

Director Nominee
For
Withheld
Broker Non Votes
John A. Fry65,554,590245,54410,687,845
Chandresh Harjivan
65,530,597269,53710,687,845
Keith Harris
65,281,995518,13910,687,845
Jonathan Isaacsohn65,386,409413,72510,687,845
Hersh Kozlov64,477,5071,322,62710,687,845
Fahed Al Marzooqi65,413,332386,80210,687,845
Richard S. Nelson
65,280,700519,43410,687,845
Paul Sekhri65,539,487260,64710,687,845
Howard L. Weiner65,392,364407,77010,687,845
(2)The Company’s stockholders approved on a nonbinding advisory basis the compensation paid to the Company’s named executive officers based upon the following results of the voting:

For
AgainstAbstainBroker Non Votes

64,740,672911,509147,95310,687,845
(3)The Company’s stockholders set the frequency of future nonbinding advisory votes on the compensation paid to the Company’s named executive officers as every three years based upon the following results of the voting:

1 Year
2 Years3 YearsAbstainBroker Non Votes

2,342,432114,44263,036,155307,105.10,687,845

Based upon the results of the voting, and consistent with the recommendation of the Board of Directors with regard to this proposal as set forth in the proxy materials for the Annual Meeting, the Company intends to conduct a non-binding advisory vote on the compensation of its named executive officers every three years until the next required vote regarding the frequency of advisory votes regarding the compensation of the company's named executive officers.
(4)The appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, was ratified based on the following results of the voting:

For
AgainstAbstainBroker Non Votes

75,554,888895,65737,4340



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.
VTV THERAPEUTICS INC.
By:/s/ Paul J. Sekhri
Name:Paul J. Sekhri
Title:President and Chief Executive Officer
Dated: June 8, 2023

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