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TREVENA INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

May 15, 2014



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Adoption of 2013 Equity Incentive Plan, as amended



At the Trevena, Inc. ("Trevena" or the "Company") 2014 Annual Meeting of Stockholders held on May 24, 2014 (the "Annual Meeting"), stockholders approved the Company's 2013 Equity Incentive Plan, as amended (the "Plan"), which had been previously approved by our Board of Directors subject to stockholder approval.

A detailed summary of the material features of the Plan is set forth under the caption "Proposal 3" in the definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission (the "SEC") on April 12, 2014 (the "Proxy Statement"). The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the description of the Plan set forth in the Proxy Statement and the full text of the Plan, which is attached as Exhibit 99.1 to the Company's Registration Statement on Form S-8 (No. 333-195957) (the "Form S-8") filed with the SEC on May 14, 2014.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 14, 2014, the Company held its Annual Meeting in King of Prussia, Pennsylvania. Of the 26,232,946 shares outstanding as of the record date, 22,078,209 shares, or approximately 84.2%, were present or represented by proxy at the Annual Meeting. With respect to the matters submitted for a vote of stockholders at the Annual Meeting: (i) each of the Class I directors nominated were elected to serve, (ii) the ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014 was approved and (iii) the approval of the 2013 Equity Incentive Plan, as amended, was approved. Set forth below are the voting results for each such matter.

Proposal 1 - Election of Directors

The following three Class I directors were elected to serve for three-year terms until the 2017 annual meeting of stockholders and until their respective successors are elected and qualified.

Name Votes For Votes Withheld Broker Non-Votes Farah Champsi 20,450,954 36,928 1,590,327 Terrance G. McGuire 20,421,336 66,546 1,590,327



Christopher K. Mirabelli, Ph.D. 20,340,253 147,629 1,590,327

Proposal 2 - Ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014.

For Against Abstain Broker Non-Votes 22,075,898 1,000 1,311 0



Proposal 3 - Approval of 2013 Equity Incentive Plan, as amended.

For Against Abstain Broker Non-Votes 17,632,275 2,845,849 9,758 1,590,327 2



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Item 8.01. Other Events.



Appointment of John M. Limongelli

Effective as of May 12, 2014, the Trevena Board of Directors appointed John M. Limongelli as Senior Vice President, General Counsel and Corporate Secretary of Trevena. A copy of Mr. Limongelli's employment agreement has been filed as Exhibit 10.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 10.1 Employment Agreement, dated April 21, 2014, by and between Trevena, Inc. and John M. Limongelli. 3



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Source: Edgar Glimpses


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