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 9, 2015
Sagent Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 1-35144
Delaware | 98-0536317 | |
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
1901 N. Roselle Road, Suite 700, Schaumburg, Illinois 60195
(Address of principal executive offices, including zip code)
(847) 908-1600
(Registrants 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:
¨ | 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 June 9, 2015, Sagent Pharmaceuticals, Inc. (the Company or we) held our annual meeting of stockholders in Hoffman Estates, Illinois, at which three proposals were presented to the Companys stockholders for consideration. The three proposals, each of which were described in the Companys definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2015 (the Proxy Statement), were: (1) to elect as Class I or Class III directors the nominees named in the Proxy Statement each to serve a one-year term and until their successors are duly elected and qualified, subject to earlier resignation, removal or death; (2) to ratify the retention of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2015; and (3) to hold an advisory vote to approve the compensation of the Companys named executive officers. A total of 28,493,277 shares, or 88.80%, of our issued and outstanding shares of common stock as of April 15, 2015, were represented in person or by proxy at the annual meeting. The final results for each of the matters submitted to a stockholder vote at the annual meeting are as follows:
Proposal 1.
Our stockholders elected the Class I directors named below to serve a one-year term until our 2016 annual meeting of stockholders or until their successors have been duly elected and qualified, subject to their earlier resignation, removal or death. The votes regarding this proposal were as follows:
For | Against | Abstain | Broker Non-Votes | |||||||||||||
Michael Fekete |
21,992,153 | 0 | 5,048,735 | 1,452,389 | ||||||||||||
Shlomo Yanai |
20,920,168 | 0 | 6,120,720 | 1,452,389 |
Our stockholders elected the Class III director named below to serve a one-year term until our 2016 annual meeting of stockholders or until his successor has been duly elected and qualified, subject to his earlier resignation, removal or death. The votes regarding this proposal were as follows:
For | Against | Abstain | Broker Non-Votes | |||||||||||||
Robert Flanagan |
21,720,925 | 0 | 5,319,963 | 1,452,389 |
Proposal 2.
Our stockholders ratified the retention of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015. The votes regarding this proposal were as follows:
For | Against | Abstain | ||
27,493,431 | 828,823 | 171,023 |
Proposal 3.
Our stockholders approved, in an advisory vote, the compensation of our named executive officers. The votes regarding this proposal were as follows:
For | Against | Abstain | Broker Non-Votes | |||
25,939,684 | 928,886 | 172,318 | 1,452,389 |
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.
SAGENT PHARMACEUTICALS, INC. | ||||||
Date: June 11, 2015 | /S/ MICHAEL LOGERFO | |||||
Name: | Michael Logerfo | |||||
Title: | President, Chief Legal Officer and Corporate Secretary |