UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 7, 2016

 

Synergy Pharmaceuticals Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35268

 

33-0505269

(State or other jurisdiction

 

(Commission

 

IRS Employer

of incorporation or organization)

 

File Number)

 

Identification No.)

 

420 Lexington Avenue, Suite 2012

New York, NY 10170

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (212) 297-0020

 

N/A

(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:

 

o                                      Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                      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

 

The 2016 Annual Meeting of Shareholders (the “Annual Meeting”) of Synergy Pharmaceuticals Inc. (the “Company”) was held on June 7, 2016.  At the Annual Meeting, the shareholders voted on the following three (3) proposals and cast their votes as described below.

 

Proposal 1 — Election of Directors

 

The following seven (7) individuals were elected as directors, to serve until the 2017 Annual Meeting of Shareholders or their successors are elected and qualified with the following votes:

 

Name of Director

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-
Votes

 

Gary S. Jacob

 

74,486,912

 

0

 

1,802,508

 

47,454,151

 

Melvin K. Spigelman

 

67,881,586

 

0

 

8,407,834

 

47,454,151

 

John P. Brancaccio

 

66,106,187

 

0

 

10,183,233

 

47,454,151

 

Thomas H. Adams

 

67,437,457

 

0

 

8,851,963

 

47,454,151

 

Richard J. Daly

 

74,124,117

 

0

 

2,165,303

 

47,454,151

 

Alan F. Joslyn

 

74,930,582

 

0

 

1,358,838

 

47,454,151

 

Timothy S. Callahan

 

75,191,005

 

0

 

1,098,415

 

47,454,151

 

 

Proposal 2 — Ratification of the appointment of BDO USA, LLP

 

The shareholders ratified and approved the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 based on the votes listed below:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

121,903,499

 

558,151

 

1,281,921

 

0

 

 

Proposal 3 — Advisory Vote on the Approval of Executive Compensation

 

The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-
Votes

 

52,632,094

 

22,691,568

 

965,757

 

47,454,152

 

 

Each of the items considered at the Annual Meeting is described in further detail in the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 20, 2016.  No item other than the four items addressed above and described in the Definitive Proxy Statement was submitted at the Annual Meeting for shareholder action.

 

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SIGNATURE

 

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.

 

Dated:

June 7, 2016

 

 

 

 

SYNERGY PHARMACEUTICALS INC.

 

 

 

 

 

By:

/s/ Gary S. Jacob

 

 

Gary S. Jacob, Ph.D.

 

 

President and Chief Executive Officer

 

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