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): June 14, 2013
QLT Inc.
(Exact Name of Registrant as specified in its charter)
British Columbia, Canada | 000-17082 | N/A | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
887 Great Northern Way, Suite 101, Vancouver, B.C.
Canada, V5T 4T5
(Address of principal executive offices)
Registrants telephone number, including area code: (604) 707-7000
Not Applicable
(Registrants name or former address, if change 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 (see General Instruction A.2. below):
¨ | 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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
On June 14, 2013, the Companys shareholders approved the amended and restated QLT 2000 Incentive Stock Plan (the Restated Plan) at the Companys Annual General and Special Meeting (the Annual Meeting), which previously had been approved by the Companys Board of Directors, subject to shareholder approval. For a description of the Restated Plan, see Proposal No. 5, Approval of the Amended and Restated Incentive Stock Plan in the Companys Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on May 22, 2013 (the Proxy Statement). Such description, which is qualified in its entirety by reference to the Restated Plan attached as Exhibit 10.70 hereto, is incorporated by reference to this Item 5.02.
Item 5.07. Submission of Matters to a Vote of Security Holders
The following provides a summary of votes cast for the proposals on which the shareholders of the Company voted at the Annual Meeting held on June 14, 2013.
Proposal 1. The seven nominees for director were elected to serve terms of one year until the next annual meeting of shareholders and the election of their successors, as follows:
Director Nominee |
For |
Withheld |
Broker Non-Votes | |||
Jason M. Aryeh |
26,732,726 | 7,567,806 | 5,298,749 | |||
Dr. Vicente Anido, Jr. |
26,834,318 | 7,466,214 | 5,298,749 | |||
Dr. Geoffrey F. Cox |
26,834,721 | 7,465,811 | 5,298,749 | |||
Dr. John W. Kozarich |
26,834,484 | 7,466,048 | 5,298,749 | |||
Jeffrey A. Meckler |
26,834,787 | 7,465,745 | 5,298,749 | |||
Dr. Stephen L. Sabba |
26,833,398 | 7,467,134 | 5,298,749 | |||
John C. Thomas, Jr. |
26,830,421 | 7,470,111 | 5,298,749 |
Proposal 2. The shareholders approved a reduction of capital of the Companys common shares in the amount of US $200 million and a resulting cash distribution to the holders of the Companys common shares, as follows:
For |
Against |
Withheld |
Broker Non-Votes | |||
34,289,997 | 9,109 | 1,425 | 5,298,750 |
Proposal 3. The shareholders approved the proposal to appoint Deloitte LLP as the Companys independent auditors for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors, as follows:
For |
Withheld |
Broker Non-Votes | ||
39,212,218 |
387,063 | 0 |
Proposal 4. The shareholders approved, on an advisory basis, the compensation of the Companys named executive officers, as disclosed in the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Companys Proxy Statement dated May 10, 2013, as follows:
For |
Against |
Withheld |
Broker Non-Votes | |||
26,513,337 | 329,673 | 7,457,522 | 5,298,749 |
Proposal 5. The shareholders approved the amended and restated QLT 2000 Incentive Stock Plan, as follows:
For |
Against |
Withheld |
Broker Non-Votes | |||
26,235,523 | 453,521 | 7,456,410 | 5,298,749 |
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits |
Number |
Description | |
10.70 | Amended and Restated QLT 2000 Incentive Stock Plan (incorporated by reference to Appendix A to the Companys Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on May 22, 2013) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
QLT INC. | ||
By: | /s/ Sukhi Jagpal | |
Name: Title: |
Sukhi Jagpal Chief Financial Officer |
Date: June 19, 2013