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 20, 2017
Kite Pharma, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-36508 | 27-1524986 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
2225 Colorado Avenue Santa Monica, California |
90404 | |||
(Address of principal executive offices) | (Zip Code) |
(310) 824-9999
(Registrants 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 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 20, 2017, Kite Pharma, Inc. (the Company) held its Annual Meeting of Stockholders at the Companys offices, located at 689 Fifth Avenue, 14th Floor, New York, New York 10022 at 8:00 a.m. local time (the Annual Meeting). At the Annual Meeting, the Companys stockholders voted on five proposals, each of which is described in more detail in the Companys definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 28, 2017. The following is a brief description of each matter voted upon, and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.
Proposal 1: Election of Directors
Each of the three nominees for Class III directors was elected to serve on the Companys Board of Directors (the Board) until the Annual Meeting of Stockholders in 2020 or until his respective successor has been duly elected or qualified. The voting results were as follows:
Director Name |
Votes For | Votes Withheld |
Broker Non-Votes |
|||||||||
Mr. Franz B. Humer |
35,363,841 | 1,091,692 | 9,798,105 | |||||||||
Mr. Joshua A. Kazam |
34,737,961 | 1,717,572 | 9,798,105 | |||||||||
Mr. Steven B. Ruchefsky |
35,396,190 | 1,059,343 | 9,798,105 |
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm
The Companys stockholders ratified the selection by the Audit Committee of the Board of Ernst &Young LLP as the Companys independent registered public accounting firm for the year ending December 31, 2017. The voting results were as follows:
Votes For |
Votes Against |
Abstentions |
Broker | |||
45,316,543 | 910,615 | 26,480 | 0 |
Proposal 3: Consideration of Stockholder Proposal Entitled Elect Each Director Annually
The Companys stockholders approved the stockholder proposal entitled Elect Each Director Annually. The voting results were as follows:
Votes For |
Votes Against |
Abstentions |
Broker | |||
29,423,200 | 6,964,275 | 68,058 | 9,798,105 |
Proposal 4: Advisory Vote on Executive Compensation
The Companys stockholders approved, on an advisory basis, the compensation of the Companys named executive officers. The voting results were as follows:
Votes For |
Votes Against |
Abstentions |
Broker | |||
33,807,832 | 2,303,501 | 344,200 | 9,798,105 |
Proposal 5: Advisory Vote on the Frequency of Solicitation of Advisory Stockholder Approval of Executive Compensation
The Companys stockholders approved, on an advisory basis, the frequency of every one year as the frequency preferred by stockholders for the solicitation of advisory stockholder approval of the compensation paid to the Companys named executive officers. The voting results were as follows:
Votes For 1 Year |
Votes For 2 Years |
Votes For 3 Years |
Abstentions | |||
34,888,458 | 233,685 | 911,278 | 422,112 |
Consistent with the preference of the Companys stockholders indicated by the voting results with respect to this proposal, the Company has decided to include an advisory vote on the compensation of the Companys named executive officers every year until the next required vote on the frequency of stockholder votes on executive compensation.
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.
KITE PHARMA, INC. (Registrant) | ||||||
Dated: June 23, 2017 |
By: |
/s/ Paul Jenkinson | ||||
Name: | Paul Jenkinson | |||||
Title: | Chief Financial Officer |