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): September 13, 2017
Repros Therapeutics Inc.
(Exact Name of Registrant as Specified in Charter)
|
Delaware (State or Other Jurisdiction of Incorporation) |
001-15281 (Commission File Number) |
76-0233274 (I.R.S. Employer Identification No.) |
| 2408 Timberloch Place, Suite B-7 | ||
| The Woodlands, TX | 77380 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (281) 719-3400
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):
| ¨ | 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 September 13, 2017, at the 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) of Repros Therapeutics Inc. (the “Company”), the stockholders of the Company voted on (1) the election of six directors, each to serve until the Company’s next annual meeting of stockholders or until their respective successors have been duly elected and qualified, (2) the ratification and approval of the appointment of PricewaterhouseCoopers LLP as the Company’s registered independent public accounting firm for the fiscal year ending December 31, 2017 and (3) an advisory vote to approve, on an advisory basis, the compensation of the Company’s named executive officers. The voting results on these proposals were as follows:
| Proposal 1. | Election of six directors to hold office until the Company’s next annual meeting of stockholders or until their respective successors have been duly elected and qualified. |
| Nominee | Votes For | Withheld | Broker Non-Votes |
| Daniel F. Cain | 6,442,589 | 453,485 | 18,939,048 |
| Larry Dillaha, M.D. | 6,412,073 | 484,001 | 18,939,048 |
| Patrick Fourteau | 6,405,155 | 490,919 | 18,939,048 |
| Nola E. Masterson | 6,441,463 | 454,611 | 18,939,048 |
| Saira Ramasastry | 6,394,626 | 501,448 | 18,939,048 |
| Michael G. Wyllie, Ph.D., DSC | 4,524,123 | 2,371,951 | 18,939,048 |
| Proposal 2. | Ratification and approval of the appointment of PricewaterhouseCoopers LLP as the Company’s registered independent public accounting firm for the fiscal year ending December 31, 2017. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 25,199,185 | 288,746 | 347,191 | - |
| Proposal 3. | Approval of an advisory vote to approve, on an advisory basis, the compensation of the Company’s named executive officers. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 5,893,984 | 737,235 | 264,855 | 18,939,048 |
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.
| REPROS THERAPEUTICS INC. | ||
| By: | /s/ Kathi Anderson | |
| Kathi Anderson | ||
| Chief Financial Officer | ||
Dated: September 15, 2017