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): August 22, 2023

 

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

 

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))

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

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the Company’s 2023 Annual Meeting of Stockholders held on August 22, 2023 (“Annual Meeting”), Patrick J. McEnany, Richard J. Daly, Donald A. Denkhaus, Molly Harper, Charles B. O’Keeffe, Tamar Thompson, and David S. Tierney were elected to the Company’s Board of Directors (“Board”) to serve until the 2024 Annual Meeting of Stockholders or until their successor is duly elected and qualified, or until their earlier death, resignation or removal.

As previously announced, Philip H. Coelho, an independent member of the Board, did not stand for re-election at the Annual Meeting. Mr. Coelho had been a member of the Board since October 2002. His decision to retire from the Board was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

Item 5.07

Submission of Matters to a Vote of Security Holders

The final voting results on the matters considered at the Annual Meeting were as follows:

 

1.	Election of Directors:

 

Name		Votes For		Votes Against		Votes Abstained		Broker Non-Votes
Patrick J. McEnany		74,672,480		1,183,192		102,149		12,395,336
Richard J. Daly		75,023,592		828,218		106,011		12,395,336
Donald A. Denkhaus		74,450,695		1,229,833		277,293		12,395,336
Molly Harper		74,886,349		795,997		275,475		12,395,336
Charles B. O’Keeffe		74,257,213		1,421,102		279,506		12,395,336
Tamar Thompson		75,486,875		193,861		277,085		12,395,336
David S. Tierney		60,628,318		15,052,826		276,677		12,395,336

 

2.	Approval of an amendment to our 2018 Stock Incentive Plan:

 

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
73,160,219		2,659,621		137,981		12,395,336

 

3.	Approval, on an advisory basis, of 2022 compensation of our named executive officers:

 

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
72,610,991		2,909,780		437,050		12,395,336

 

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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, 2023:

 

Votes For		Votes Against		Votes Abstained
87,621,416		277,620		454,121

 

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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.

 

Dated: August 25, 2023

 

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