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 1, 2020

XENON PHARMACEUTICALS INC.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (604) 484-3300

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 (see General Instructions A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐ 

The board of directors (the “Board”) of Xenon Pharmaceuticals Inc. (the “Company”) previously approved, subject to shareholder approval, the Company’s Amended and Restated 2014 Equity Incentive Plan (the “Amended and Restated Plan”). At the Annual Meeting (as defined below), the Company’s shareholders approved the Amended and Restated Plan. The Board and management believe that share options and the other types of equity awards permitted by the Amended and Restated Plan are one of the primary ways to attract and retain key personnel responsible for the continued development and growth of the Company’s business, and to motivate all employees to increase shareholder value. In addition, share options and other types of equity awards are necessary to remain competitive in the Company’s industry and essential to recruiting and retaining the highly qualified employees who help the Company meet its goals.

As a result of the shareholder approval of the Amended and Restated Plan, certain provisions of the Company’s 2014 Equity Incentive Plan (the “Prior Plan”) were amended, including:

In connection with the shareholder approval of the Amended and Restated Plan, the Company’s non-shareholder-approved 2019 Inducement Plan was terminated (which means no further grants can be made under the 2019 Inducement Plan, but existing outstanding awards granted pursuant to such plan will continue to be governed by such plan’s terms).

Following approval of the Amended and Restated Plan, and subject to the adjustment provisions contained therein, the total number of common shares that may be issued pursuant to the Amended and Restated Plan equals 8,065,328 common shares (which represents the total of (i) the 411,522 common shares initially reserved for issuance under the Prior Plan, (ii) the 3,653,806 common shares that had been automatically added to the share reserve under the Prior Plan’s evergreen provision on the first business day of the 2015 through 2020 fiscal years, and (iii) the 4,000,000 common shares added to the Amended and Restated Plan).  

For additional information regarding the Amended and Restated Plan, please refer to the heading “Summary of the Amended and Restated 2014 Plan” and the sections that follow contained in Item 5 of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission and with the securities commissions in British Columbia, Alberta and Ontario on April 28, 2020 (the “Proxy Statement”). Such summary and the summary contained in this Current Report on Form 8-K are qualified in their entirety by the text of the Amended and Restated Plan and the form of share option agreement used thereunder, which is filed as Exhibit 10.1 hereto and incorporated herein by reference. The form of share option agreement sets forth the standard terms and conditions that apply to grants of share options pursuant to the Amended and Restated Plan.

On June 1, 2020, the Company held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”).  At the Annual Meeting, proxies and in-person shareholders representing 27,644,017 of the Company’s common shares and 330,845 of the Company’s Series 1 preferred shares, or approximately 79.28% of the total of common shares and Series 1 preferred shares entitled to vote, were present and voted on the following six proposals, each of which is described in more detail in the Proxy Statement:

Proposal One – Election of Directors.  The following nominees were elected as directors to serve until the 2021 annual meeting of shareholders or until their respective successors are duly elected and qualified.

Proposal Two –Advisory Vote on Compensation of Named Executive Officers (“Say-on-Pay”). The compensation of the Company’s named executive officers, on an advisory basis, was approved as follows:

Proposal Three – Advisory Vote on Frequency of Advisory Votes on Named Executive Officer Compensation.  The frequency of advisory votes on named executive officer compensation were as follows:

Based on the results of the vote, and consistent with the recommendation of the Board, the Company has determined to hold a non-binding advisory vote regarding the compensation of its named executive officers every year until the next required non-binding advisory vote on the frequency of holding future votes regarding the compensation of the Company’s named executive officers.

Proposal Four –Amendment and Restatement of the 2014 Equity Incentive Plan. The Amended and Restated Plan was approved as follows:

Proposal Five – Appointment of Auditor.  The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the ensuing year was approved as follows:

Proposal Six – Remuneration of Auditor.  The authority of the audit committee of the Board to set the remuneration of the auditors for the ensuing year was approved as follows:

(d) Exhibits.

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.