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KDMN Kadmon

Filed: 12 May 21, 4:27pm

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): May 12, 2021

   

Kadmon Holdings, Inc.

(Exact name of registrant as specified in its charter)

  

 

 

 

 

 

 

Delaware

 

001-37841

 

27-3576929

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

 

450 East 29th Street

New York, NY

 

10016

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code (833) 900-5366

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:

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))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

KDMN

Nasdaq Global Select Market

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 x

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. x


ITEM 5.07

Submission of Matters to a Vote of Security Holders

On May 12, 2021, Kadmon Holdings, Inc. (the “Company”) held its 2021 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, each of which is described in more detail in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 1, 2021:

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:

Nominee

For

Withheld

Broker Non-Votes

Harlan W. Waksal, M.D.

95,403,569

1,367,149

21,452,689

Tasos G. Konidaris

72,656,282

24,114,436

21,452,689

Eugene Bauer, M.D.

60,722,095

36,048,623

21,452,689

Cynthia Schwalm

63,227,138

33,543,580

21,452,689

David E. Cohen, M.D. MPH

72,704,109

24,066,609

21,452,689

Arthur Kirsch

95,379,861

1,390,857

21,452,689

Nancy Miller-Rich

95,495,199

1,275,519

21,452,689

Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm

The proposal to ratify the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was approved based upon the following votes:

For

Against

Abstain

Broker Non-Votes

116,798,912

316,806

1,107,689


Proposal 3 – Approval of the Amended and Restated 2016 Equity Incentive Plan

The proposal to approve the Amended and Restated 2016 Equity Incentive Plan was approved based upon the following votes:

For

Against

Abstain

Broker Non-Votes

48,777,519

45,457,979

2,535,220

21,452,689

A copy of the Amended and Restated 2016 Equity Incentive Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)  

Exhibits

Exhibit No.

Description

10.1  Amended and Restated Kadmon Holdings, Inc. 2016 Equity Incentive Plan

104 Cover Page Interactive Data (formatted as Inline XBRL and contained in Exhibit 101)


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.

 

 

 

 

 

 

 

 

 

 

Kadmon Holdings, Inc.

 

 

 

Date: May 12, 2021

 

 

 

/s/ Harlan W. Waksal

 

 

 

 

Harlan W. Waksal, M.D.

 

 

 

 

President and Chief Executive Officer