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EX-99.1 - EX-99.1 - NOVELION THERAPEUTICS INC.d841304dex991.htm

 

 

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 16, 2014 (December 15, 2014)

 

 

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 250, Vancouver, B.C.

Canada, V5T 4T5

(Address of principal executive offices)

Registrant’s telephone number, including area code: (604) 707-7000

Not Applicable

(Registrant’s 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 5.07. Submission of Matters to a Vote of Security Holders

On December 15, 2014, QLT Inc. (“QLT” or the “Company”) held its Annual General Meeting of shareholders in Vancouver, British Columbia (the “AGM”). At the AGM, QLT shareholders voted to elect directors. Each of the six nominees to the Board of Directors identified and described in QLT’s proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on November 19, 2014 (the “Proxy”), was elected at the AGM, to hold office until the Company’s next annual meeting of shareholders or until his or her successor is duly elected, unless he or she resigns earlier. The vote on the resolution to elect six directors is set forth below, and each of the directors was declared elected:

 

     NUMBER OF SHARES  

DIRECTORS NOMINATED

   FOR      AGAINST      WITHHELD      NON VOTE  

Jason M. Aryeh

     19,863,451         0         254,321         4,702,101   

Dr. Geoffrey F. Cox PhD

     19,986,585         0         131,187         4,702,101   

Dr. John W. Kozarich PhD

     19,993,991         0         123,781         4,702,101   

Jeffrey A. Meckler

     19,854,035         0         263,737         4,702,101   

Dr. Stephen L. Sabba MD

     19,998,081         0         119,691         4,702,101   

John C. Thomas Jr.

     19,864,082         0         253,690         4,702,101   

At the AGM, the shareholders also ratified and approved QLT’s Amended and Restated Advance Notice Policy, as described in the Proxy and as attached as Exhibit A to the Proxy. The vote on the resolution is set forth below, and the resolution was declared passed:

 

FOR    AGAINST    WITHHELD    NON VOTE
19,975,777    130,903    11,092    4,702,101

Additionally, at the AGM, the shareholders approved the proposal to appoint Deloitte LLP as the Company’s independent auditors for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors. The vote on the resolution is set forth below, and the resolution was declared passed:

 

FOR    AGAINST    WITHHELD    NON VOTE
24,378,560    0    441,313    0

 

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At the AGM, the shareholders also approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Proxy. The vote on the resolution is set forth below, and the resolution was declared passed:

 

FOR    AGAINST    WITHHELD    NON VOTE
19,375,718    719,872    22,182    4,702,101

 

Item 8.01. Other Events.

On December 16, 2014, QLT Inc. issued a press release announcing certain results from its AGM. In the press release, the Company also announced that, following the termination of the Agreement and Plan of Merger with Auxilium Pharmaceuticals, Inc. in October 2014, the Company continues its review of strategic and business options. The Company has engaged Greenhill & Co. to act as advisor to the Company in connection with developing, and advising the Company with respect to, various strategic and business alternatives for QLT. Strategic and business alternatives that the Company may consider include, but are not limited to, asset divestiture, partnering or other collaboration agreements, merger, reverse merger, reorganization or similar transactions, potential acquisitions, or recapitalizations, in addition to continuing to operate the Company in the ordinary course of business and developing its synthetic retinoid program.

A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits

 

Number

  

Description

99.1    Press Release dated December 16, 2014

 

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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:

 

Sukhi Jagpal

Title:

 

Chief Financial Officer

Date: December 16, 2014

 

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