Attached files
| file | filename |
|---|---|
| EX-99.2 - EXHIBIT 99.2 - Travere Therapeutics, Inc. | a2017-05x17ex992_2017espp.htm |
| EX-99.1 - EXHIBIT 99.1 - Travere Therapeutics, Inc. | a2017-05x17ex991_2015optio.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): May 17, 2017
___________________________
RETROPHIN, INC.
(Exact name of registrant as specified in its charter)
___________________________
Delaware | 001-36257 | 27-4842691 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
3721 Valley Centre Drive Suite 200, San Diego, CA 92130 |
(Address of Principal Executive Offices, including Zip Code) |
(760) 260-8600 |
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTIAN OFFICERS.
As discussed below in Item 5.07, Retrophin, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders approved:
• | The Company’s 2015 Equity Incentive Plan, as amended (the “2015 Plan”), to, among other items, increase the number of shares of common stock reserved for issuance thereunder by 1,800,000. |
• | The Company’s 2017 Employee Stock Purchase Plan (the “2017 ESPP”). |
Summaries of the material terms of the 2015 Plan and the 2017 ESPP are set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 14, 2017. Those summaries are qualified in their entirety by reference to the text of the 2015 Plan and the 2017 ESPP, which are filed as Exhibit 99.1 and 99.2, respectively, hereto and incorporated herein by reference.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 17, 2017, the Company held the Annual Meeting. As of March 20, 2017, the record date for the Annual Meeting, 38,150,173 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 35,051,790 shares of common stock were present in person or represented by proxy for the five proposals summarized below.
Proposal 1: Election of Directors
The Company’s stockholders elected the eight persons listed below to serve until the Company’s 2018 Annual Meeting of Stockholders. The final voting results are as follows:
Votes For | Votes Withheld | Broker Non-Votes | ||||
Stephen Aselage | 33,293,163 | 39,921 | 1,718,706 | |||
Roy Baynes | 33,293,766 | 39,318 | 1,718,706 | |||
Tim Coughlin | 33,218,496 | 114,588 | 1,718,706 | |||
John Kozarich, Ph.D. | 32,177,927 | 1,155,157 | 1,718,706 | |||
Gary Lyons | 31,164,569 | 2,168,515 | 1,718,706 | |||
Jeffrey Meckler | 33,293,163 | 39,921 | 1,718,706 | |||
John A. Orwin | 33,290,656 | 42,428 | 1,718,706 | |||
Ron Squarer | 33,293,766 | 39,318 | 1,718,706 | |||
Proposal 2: Approval of the Company’s 2015 Equity Incentive Plan, as amended
The Company’s stockholders approved the 2015 Plan, as amended, to, among other items, increase the number of shares of common stock reserved for issuance thereunder by 1,800,000. The final voting results are as follows:
Votes For | 22,828,160 | |
Votes Against | 10,502,396 | |
Abstentions | 2,527 | |
Broker Non-Votes | 1,718,707 | |
Proposal 3: Approval of the Retrophin, Inc. 2017 Employee Stock Purchase Plan
The Company’s stockholders approved Retrophin, Inc. 2017 ESPP. The final voting results are as follows:
Votes For | 30,593,061 | |
Votes Against | 2,739,723 | |
Abstentions | 300 | |
Broker Non-Votes | 1,718,706 | |
Proposal 4: Approval, on an advisory basis, of the compensation of the Company’s named executive officers
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The final voting results are as follows:
Votes For | 33,290,283 | |
Votes Against | 41,789 | |
Abstentions | 1,012 | |
Broker Non-Votes | 1,718,706 | |
Proposal 5: Ratification of the Selection of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the selection by the Audit Committee of BDO USA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The final voting results are as follows:
Votes For | 35,016,404 | |
Votes Against | 35,311 | |
Abstentions | 75 | |
Broker Non-Votes | — | |
ITEM 8.01 OTHER EVENTS
Effective May 17, 2017, the Company’s Board of Directors approved the following committee structure for the committees of the Board.
Name | Current Position(s) | Independent | Committee | |||||||||
Audit | Compensation | Nominating / Corporate Governance | Science & Technology | |||||||||
Stephen Aselage | President, Chief Executive Officer and Director | |||||||||||
Roy Baynes | Director | X | X | Chairman | ||||||||
Timothy Coughlin | Director | X | Chairman | X | ||||||||
John Kozarich | Director | X | X | X | ||||||||
Gary Lyons* | Director | X | X | |||||||||
Jeffrey Meckler | Director | X | X | Chairman | ||||||||
John A. Orwin | Director | X | Chairman | |||||||||
Ron Squarer | Director | X | X | |||||||||
* Chairman of the Board.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99.1 | Retrophin, Inc. 2015 Equity Incentive Plan, as amended. | ||
99.2 | Retrophin, Inc. 2017 Employee Stock Purchase Plan | ||
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.
RETROPHIN, INC. | ||||||||
Dated: May 18, 2017 | By: | /s/ Elizabeth E. Reed | ||||||
Name: | Elizabeth E. Reed | |||||||
Title: | Senior Vice President, General Counsel and Secretary | |||||||