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): August 12, 2016
Rock Creek Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware |
000-15324 |
52-1402131 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
2040 Whitfield Avenue, Suite 300 Sarasota, Florida 34243 |
| (Address of principal executive offices, including zip code) |
844-727-0727
(Registrant’s telephone number, including area code)
Not Applicable
(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 August 12, 2016, the Company held its annual meeting of stockholders. The Company previously filed the Proxy Statement and related materials pertaining to the Annual Meeting with the SEC. On the record date of July 22, 2016, there were 170,444,758 shares of Common Stock outstanding and entitled to vote at the Annual Meeting.
Proposal 1: Election of Directors
Three nominees for the Board of Directors were elected to serve for one-year terms. The tabulation of votes was as follows:
| Nominee | Votes For | Votes Withheld |
| Lee M. Canaan | 37,956,908 | 4,123,314 |
| Michael John Mullan | 37,911,618 | 4,168,604 |
| Robert W. Scannell | 38,025,629 | 4,054,593 |
Proposal 2: A proposal to approve an amendment (in the event it is deemed by the Company’s Board of Directors to be advisable) to the Company’s Tenth Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding common stock
The Company’s proposal to approve an amendment (in the event it is deemed by the Company’s Board of Directors to be advisable) to the Company’s Tenth Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio within the range of one-for-fifty (1:50) to one-for-two hundred (1:200), as determined by the Board of Directors, was approved as set forth below:
| For | Against | Abstain |
| 95,790,971 | 42,532,084 | 1,919,301 |
Proposal 3: Approval of the Company’s 2016 Omnibus Incentive Plan
The Company’s proposal to approve the Company’s 2016 Omnibus Incentive Plan was approved as set forth below:
| For | Against | Abstain | Broker Non-Votes |
| 30,275,080 | 10,074,178 | 1,730,964 | 96,162,134 |
Proposal 4: Ratification of the Appointment of Independent Auditor
The appointment of Cherry Bekaert LLP as the Company’s independent auditor to audit the Company’s 2016 financial statements was ratified as set forth below:
| For | Against | Abstain |
| 134,507,671 | 3,078,932 |
2,655,753 |
Proposal 5: Advisory Vote on Executive Compensation
An advisory resolution on the compensation of the Company’s named executive officers was ratified as set forth below:
| For | Against | Abstain | Broker Non-Votes |
| 45,528,252 | 8,943,611 | 2,894,316 | 96,100,877 |
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.
| ROCK CREEK PHARMACEUTICALS, INC. | ||
| Date: August 17, 2016 | ||
| By: | /s/ William L. McMahon | |
Name: |
William L. McMahon | |
| Title: | Chief Financial Officer | |