UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
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 25, 2014
Sarepta Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-14895 | 93-0797222 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
215 First Street
Suite 415
Cambridge, MA 02142
(Address of principal executive offices, including zip code)
(617) 274-4000
(Registrant’s telephone number, including area code)
(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 (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 5.07 Submission of Matters to a Vote of Security Holders.
Sarepta Therapeutics, Inc. (the “Company”) is filing this Amendment No. 1 to the current report on Form 8-K it filed on June 6, 2014 to update the final voting results reported for each proposal presented at the Company’s Annual Meeting of Stockholders held on June 3, 2014 (the “Annual Meeting”). The updated results reflect the final tally of votes on an amended Certificate of Inspector issued by Computershare Trust Company, N.A., the Independent Inspector of Elections for the Annual Meeting, to the Company on June 25, 2014.
The updated voting results for the Annual Meeting were as follows:
At the Annual Meeting there were 33,232,144 shares of common stock present in person or by proxy, which represented 87.49% of the voting power of the shares of common stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business.
Proposal 1: Election of Directors
| Name of Nominee |
For | Withheld | Broker Non- Votes |
|||||||||
| Christopher Garabedian |
20,257,771 | 374,035 | 12,600,338 | |||||||||
| William Goolsbee |
19,896,996 | 734,810 | 12,600,338 | |||||||||
| Gil Price, M.D. |
16,665,210 | 3,966,596 | 12,600,338 | |||||||||
| Hans Wigzell, M.D., Ph.D. |
19,957,698 | 674,108 | 12,600,338 | |||||||||
Pursuant to the foregoing votes, the Director nominees listed above were elected to serve on the Board of Directors for a two year term expiring at the Company’s Annual Meeting held in 2016. There were no additional director nominations brought before the meeting.
Proposal 2: Advisory Vote on 2013 Named Executive Officer Compensation
| For |
Against |
Abstain |
Broker Non- | |||
| 14,281,308 | 6,060,949 | 289,549 | 12,600,338 |
Pursuant to the foregoing votes, the 2013 executive compensation was approved on an advisory basis.
Proposal 3: Ratification of KPMG as the Company’s Independent Registered Public Accounting Firm
| For |
Against |
Abstain | ||
| 32,388,832 | 324,075 | 519,237 |
Pursuant to the foregoing votes, the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014 was ratified and approved.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Sarepta Therapeutics, Inc. | ||
| By: | /s/ Christopher Garabedian Christopher Garabedian | |
| President and Chief Executive Officer | ||
Date: June 27, 2014