8-K
NASDAQ false 0001369568 0001369568 2021-12-03 2021-12-03

 

 

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): December 3, 2021

 

 

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 801

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

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of Exchange
on Which Registered

 

Ticker
Symbol

Common Stock, par value $0.001 per share   NASDAQ Capital Market   CPRX

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 CFR240.14d-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 2021 Annual Meeting of Stockholders held on December 3, 2021, Patrick J. McEnany, Philip H. Coelho, Charles B. O’Keeffe, David S. Tierney, Donald A. Denkhaus, Richard J. Daly and Molly Harper were elected to the Company’s Board of Directors to serve until the 2022 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 December 3, 2021, the Company held its 2021 Annual Meeting of Stockholders. The final voting results on the matters considered at the meeting were as follows:

1.    Election of Directors:

 

Name    Votes For    Votes Against    Votes Abstained    Broker Non-Votes

Patrick J. McEnany

   59,574,297    3,080,363    117,847    13,671,975

Philip H. Coelho

   55,744,733    6,915,068    112,706    13,671,975

Charles B. O’Keeffe

   57,495,445    5,166,109    110,953    13,671,975

David S. Tierney

   57,290,927    5,331,612    149,968    13,671,975

Donald A. Denkhaus

   58,881,012    3,779,909    111,586    13,671,975

Richard J. Daly

   52,925,647    9,734,474    112,386    13,671,975

Molly Harper

   60,787,856    1,805,179    179,472    13,671,975

2.    Approval of an amendment to the Company’s 2018 Stock Incentive Plan increasing the number of shares authorized under the plan by 5,000,000 shares (from 10,000,000 shares to 15,000,000 shares):

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

56,792,084   5,849,825   130,598   13,671,975

3.    Approval, on an advisory basis, of 2020 compensation of our named executive officers

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

59,092,977   3,432,904   246,626   13,671,975

 

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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, 2021:

 

Votes For

 

Votes Against

 

Votes Abstained

75,659,772   739,493   45,217

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits

 

10.1    Amendment No. 2 to 2018 Stock Incentive Plan (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement dated October 25, 2021)
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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 CFO

Dated: December 3, 2021

 

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