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 29, 2017
Kadmon Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
001-37841 |
27-3576929 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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450 East 29th Street New York, NY |
10016 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant’s telephone number, including area code (212) 308-6000
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 (see General Instruction A.2. below):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☒
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ITEM 5.07 |
Submission of Matters to a Vote of Security Holders |
On June 29, 2017, Kadmon Holdings, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following three proposals:
Proposal 1 – Election of Directors
The following nominees were elected to the Company’s Board of Directors to hold office for terms to expire in one year or until their successors are elected and qualified. The votes cast at the Annual Meeting were as follows:
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Nominee |
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For |
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Withheld |
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Broker Non-Votes |
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Harlan W. Waksal, M.D. |
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18,444,306 |
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25,663 |
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11,025,309 |
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Bart M. Schwartz, Esq. |
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18,445,988 |
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23,981 |
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11,025,309 |
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Eugene Bauer, M.D. |
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17,849,622 |
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620,347 |
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11,025,309 |
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D. Dixon Boardman |
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17,854,254 |
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615,715 |
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11,025,309 |
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Alexandria Forbes, Ph.D. |
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18,447,033 |
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22,936 |
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11,025,309 |
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Tasos G. Konidaris |
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18,446,079 |
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23,890 |
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11,025,309 |
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Steven Meehan |
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18,445,904 |
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24,065 |
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11,025,309 |
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Thomas E. Shenk, Ph.D. |
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18,445,865 |
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24,104 |
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11,025,309 |
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Susan Wiviott, J.D. |
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17,854,876 |
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615,093 |
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11,025,309 |
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was approved based upon the following votes:
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For |
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Against |
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Abstain |
| 29,411,848 |
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47,595 |
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35,835 |
Proposal 3 – Vote to Approve Our Non-Employee Directors’ Equity Compensation Policy
The proposal to approve the Company’s Non-Employee Directors’ Equity Compensation Policy was approved based upon the following votes:
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For |
Against |
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Abstain |
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Broker Non-Votes |
| 17,670,715 | 441,944 |
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357,310 |
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11,025,309 |
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.
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Kadmon Holdings, Inc. |
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Date: June 29, 2017 |
/s/ Konstantin Poukalov |
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Konstantin Poukalov |
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Executive Vice President, Chief Financial Officer |
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