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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
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FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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| Date of Report (Date of earliest event reported) May 9, 2014 |
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RETROPHIN, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-36257
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27-4842691
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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777 Third Avenue, 22nd Floor, New York, NY
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10017
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (646) 837-5863
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(Former name or former address, if changed since last report.)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))
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ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(b) On May 9, 2014, Retrophin, Inc. (the “Company”) held its Annual Meeting of Stockholders.
At its annual meeting, stockholders voted to re-elect directors Martin Shkreli, Stephen Aselage, Steven Richardson, Cornelius E. Golding and Jeffrey Paley, M.D. to the Board of Directors (the “Board) of the Company. Mr. Shkreli, Mr. Aselage, Mr. Richardson, Mr. Golding and Dr. Paley will each serve as directors for a one-year term that expires at the Company’s Annual Meeting of Stockholders to be held in 2015 or until their respective successors shall have been elected and shall qualify. Stockholders also voted to approve, on a non-binding, advisory basis, a resolution approving the compensation of the Company’s named executive officers and voted, on a non-binding, advisory basis, to hold an advisory stockholder vote on the compensation of the Company’s Named Executive Officers each year. Stockholders also voted to approve the Company’s 2014 Incentive Compensation Plan. Additionally, stockholders ratified the selection of BDO USA, LLP to serve as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2014. The results of voting on the matters submitted to the stockholders are as follows:
Proposal 1. Election of Directors:
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Name
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For
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Withheld
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Broker Non-Votes
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Martin Shkreli
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12,483,177
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132,772
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5,504,590
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Stephen Aselage
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12,602,260
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5,689
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5,504,590
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Steven Richardson
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12,475,177
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132,772
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5,504,590
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Cornelius E. Golding
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12,602,260
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5,689
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5,504,590
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Jeffrey Paley, M.D.
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12,602,260
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5,689
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5,504,590
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Proposal 2. A non-binding, advisory resolution approving the compensation of the Company’s Named Executive Officers:
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For
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Against
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Abstain
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Broker Non-Votes
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12,363,256
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236,228
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11,652
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5,504,590
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Proposal 3. A non-binding, advisory vote of the frequency (every one, two or three years) of the future non-binding, advisory votes of stockholders on the compensation of the Company’s Named Executive Officers:
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One Year
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Two Years
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Three Years
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Abstain
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Broker Non-Votes
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8,369,987
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2,056,878
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2,163,749
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2,470
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5,504,590
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Proposal 4. Approval of the Company’s 2014 Incentive Compensation Plan:
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For
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Against
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Abstain
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Broker Non-Votes
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12,229,851
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356,440
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10,532
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5,504,590
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Proposal 5. Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the 2014 fiscal year:
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For
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Against
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Abstain
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18,092,330
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5,154
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46
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(d) In light of the vote in favor of holding the non-binding, advisory vote on the compensation of the Company’s executive officers on an annual basis, the Board determined that it currently intends to include an advisory, non-binding vote to approve the compensation of the Company’s Named Executive Officers every year until the next vote on the frequency of stockholder votes on the compensation of the Company’s Named Executive Officers, which shall occur no later than the annual meeting of the Company’s stockholders to be held in 2020.
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 hereunto duly authorized.
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RETROPHIN, INC.
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Date: May 13, 2014
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By:
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/s/ Marc Panoff | |
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Name: Marc Panoff
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Title: Chief Financial Officer
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