Form 8-K

 

 

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 25, 2017

 

 

CATALYST PHARMACEUTICALS, INC.

(Exact Name Of Registrant As Specified In Its Charter)

 

 

 

Delaware   001-33057   76-0837053

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

355 Alhambra Circle

Suite 1250

Coral Gables, Florida

  33134
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (305) 420-3200

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:

 

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))

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 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the Company’s 2017 Annual Meeting of Stockholders held on May 25, 2017, Patrick J. McEnany, Philip H. Coelho, Charles B. O’Keeffe, David S. Tierney, Richard J. Daly and Donald A. Denkhaus were elected to the Company’s Board of Directors to serve until the 2018 Annual Meeting of Stockholders or until their successor is duly elected and qualified, or until their earlier death, resignation or removal.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 25, 2017, the Company held its Annual Meeting of Stockholders at the Hyatt Regency Coral Gables, 50 Alhambra Plaza, Coral Gables, Florida. The final voting results on the matters considered at the meeting are as follows:

 

1. Election of Directors:

 

Name

   Votes For      Votes Withheld      Broker Non-Votes  

Patrick J. McEnany

     32,138,470        373,092        36,638,614  

Philip H. Coelho

     32,123,604        387,958        36,638,614  

Charles B. O’Keeffe

     32,133,665        377,897        36,638,614  

David S. Tierney

     32,128,018        383,544        36,638,614  

Richard J. Daly

     31,988,632        522,930        36,638,614  

Donald A. Denkhaus

     32,130,554        381,008        36,638,614  

 

2. Approval of an amendment to the Company’s 2014 Stock Incentive Plan increasing the shares available for issuance under the plan by 3 million shares:

 

Votes For

  

Votes Against

  

Votes Abstained

  

Broker Non-Votes

29,667,830

   2,278,579    565,153    36,638,614

 

3. Approval of the Company’s Stockholder’s Rights Plan:

 

Votes For

  

Votes Against

  

Votes Abstained

  

Broker Non-Votes

27,348,628

   5,080,854    82,080    36,638,614

 

4. Ratification of the selection of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017:

 

Votes For

  

Votes Against

  

Votes Abstained

68,432,581

   241,998    475,597

 

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Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1    Amendment No. 2 to the Company’s 2014 Stock Incentive Plan (incorporated by reference to Annex A to the Company’s 2017 Annual Meeting Proxy Statement dated April 14, 2017)
10.2    Rights Agreement, dated September 20, 2011, between the Company and Continental Stock Transfer and Trust Company, as amended by that certain Amendment No. 1 to Rights Agreement, dated as of September 19, 2016, between the Company and Continental Stock Transfer and Trust Company (incorporated by reference to Annex B to the Company’s 2017 Annual Meeting Proxy Statement dated April 14, 2017)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Catalyst Pharmaceuticals, Inc.
By: /s/ Alicia Grande                                                     
Alicia Grande
Vice President, Treasurer and Chief Financial Officer

Dated: May 26, 2017

 

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