Merus N.V. — AGM Information 2017

May 9, 2017

6-K 1 d392854d6k.htm 6-K 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2017

Commission File Number: 001-37773

Merus N.V.

(Exact Name of Registrant as Specified in Its Charter)

Yalelaan 62

3584 CM Utrecht, the Netherlands

+31 30 253 8800

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On May 9, 2017, Merus N.V. issued a press release (the “Press Release”) announcing its 2017 annual general meeting of shareholders (the “AGM”) to be held on May 24, 2017 and made available to its shareholders on its website certain material related to the AGM (the “Shareholder Material”).

The Shareholder Material and Press Release are furnished herewith as Exhibits 99.1 through 99.14 to this Report on Form 6-K.

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, thereunto duly authorized.

Merus N.V. — By:	/s/ Ton Logtenberg
	Name:	Ton Logtenberg
	Title:	Chief Executive Officer
By:	/s/ Shelley Margetson
	Name:	Shelley Margetson
	Title:	Chief Operating Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Convening Notice for Annual General Meeting of Shareholders of Merus N.V., Agenda, and Explanatory Notes to the Agenda
99.2	Annual Report of Merus N.V.
99.3	Independent Auditor’s Report of KPMG Accountant N.V.
99.4	Proposed Articles of Association of Merus N.V. (in English)
99.5	Proposed Articles of Association of Merus N.V. (in Dutch)
99.6	Proposed Changes to the Articles of Association of Merus N.V.
99.7	Remuneration Policy Directors (revised)
99.8	Changes to Remuneration Policy Directors
99.9	Non-Executive Director Compensation Program (revised and previously named the Supervisory Board Member Compensation Program)
99.10	Changes to Supervisory Board Member Compensation Program
99.11	2016 Incentive Award Plan (revised)
99.12	Changes to 2016 Incentive Award Plan
99.13	Proxy Card for Registered Holders of Merus N.V.
99.14	Press Release of Merus N.V., dated May 9, 2017