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): June 12, 2018
 
Synergy Pharmaceuticals Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-35268
 
33-0505269
(State or other jurisdiction
 
(Commission
 
IRS Employer
of incorporation or organization)
 
File Number)
 
Identification No.)
 
420 Lexington Avenue, Suite 2012
New York, NY 10170
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (212) 297-0020
 
 
(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:
 
o            Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            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 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  o
 
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.  o





Item 5.07 - Submission of Matters to a Vote of Security Holders
 
The 2018 Annual Meeting of Shareholders (the “Annual Meeting”) of Synergy Pharmaceuticals Inc. (the “Company”) was held on June 12, 2018.  At the Annual Meeting, the shareholders voted on the following six (6) proposals and cast their votes as described below.

Proposal 1 — Election of Directors
 
The following seven (7) individuals were elected as directors, to serve until the 2019 Annual Meeting of Shareholders or their successors are elected and qualified with the following votes:
 
Name of Director
 
Votes For
 
Abstentions
 
Broker Non-
Votes
Gary S. Jacob
 
60,367,084
 
48,492,341
 
91,340,155
Troy Hamilton
 
74,341,512
 
34,517,913
 
91,340,155
Melvin K. Spigelman
 
49,583,227
 
59,276,198
 
91,340,155
John P. Brancaccio
 
49,859,118
 
59,000,307
 
91,340,155
Thomas H. Adams
 
43,489,687
 
65,369,738
 
91,340,155
Alan F. Joslyn
 
66,070,957
 
42,788,468
 
91,340,155
Timothy S. Callahan
 
66,448,009
 
41,411,116
 
91,340,155
 
Proposal 2 — Advisory Vote on the Approval of Executive Compensation

The shareholders did not support our Named Executive Officer compensation as disclosed in this Proxy Statement and the accompanying Annual Report on Form 10-K for the fiscal year ended December 31, 2017 based on the votes below:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
31,733,698
 
76,384,791
 
740,936
 
91,340,155

Proposal 3 — Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation

The shareholders approved "One Year" for the frequency of advisory votes on executive compensation based on the votes listed below:
 
One Year
 
Two Years
 
Three Years
 
Abstentions
 
Broker Non-Votes
70,095,671
 
2,514,171
 
29,650,241
 
6,599,341
 
91,340,156

Proposal 4 — Ratification of the appointment of BDO USA, LLP
 
The shareholders ratified and approved the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 based on the votes listed below:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
162,112,293
 
29,056,718
 
9,030,567
 
2
 
Proposal 5 — Approval of Amendment to Second Amended and Restated Certificate of Incorporation

The shareholders did not approve the amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, increasing the number of shares of common stock authorized for issuance from 400,000,000 to 500,000,000 based on the votes listed below:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
91,248,718
 
106,554,753
 
2,396,108
 
1
 
Proposal 6 — Approval of an Amendment to the 2017 Equity Incentive Plan
 
The shareholders did not approve the amendment to Synergy Pharmaceuticals Inc. 2017 Equity Incentive Plan to increase the maximum number of shares authorized for issuance under the Plan by 10,400,000 shares from 9,000,000 shares to 19,400,000 shares based on the votes listed below:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-
Votes
35,675,960
 
72,745,246
 
438,221
 
91,340,153

Each of the items considered at the Annual Meeting is described in further detail in the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 20, 2018.  No item other than the six items addressed above and described in the Definitive Proxy Statement was submitted at the Annual Meeting for shareholder action.


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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.
 
Dated:
June 12, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
SYNERGY PHARMACEUTICALS INC.
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ TROY HAMILTON
 
 
 
 
Troy Hamilton
 
 
 
 
Chief Executive Officer


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