UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of the earliest event reported): May 22, 2019
NEUROCRINE BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 0-22705 | 33-0525145 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | ||
12780 El Camino Real, San Diego, California | 92130 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(858) 617-7600
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form8-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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2 (b)) |
☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 | NBIX | The NASDAQ Capital Market |
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 Rule12b-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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As discussed below in Item 5.07, the Company held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders approved amending the Company’s 2011 Equity Incentive Plan, as amended (the “2011 Plan”), to, among other things, increase the number of shares of the Company’s common stock available for issuance under the 2011 Plan from 19,000,000 to 21,000,000. A summary of the material terms of the 2011 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 17, 2019 (the “Proxy Statement”). That summary is qualified in its entirety by reference to the text of the 2011 Plan, which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 22, 2019, the Company held its Annual Meeting. As of the close of business on March 29, 2019, the record date for the Annual Meeting, there were 91,284,279 shares of common stock entitled to vote, of which there were 84,167,365 shares present at the Annual Meeting in person or by proxy. At the Annual Meeting, stockholders voted on four matters: (i) the election of two Class II Directors for a term of three years expiring at the 2022 Annual Meeting of Stockholders, (ii) an advisory vote on the compensation paid to the Company’s named executive officers, (iii) the approval of the 2011 Plan to, among other things, increase the number of shares of the Company’s common stock available for issuance thereunder from 19,000,000 to 21,000,000, and (iv) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The voting results were as follows:
• | Election of two Class II Directors for a term of three years expiring at the 2022 Annual Meeting of Stockholders. |
Richard F. Pops | For | 40,099,761 | Withheld | 38,916,350 | ||||||||||||
Stephen A. Sherwin, M.D. | For | 59,795,609 | Withheld | 19,220,502 |
The two nominees for Class II Director were elected. The Class I Directors, George J. Morrow and William H. Rastetter, Ph.D., continue in office until the 2021 Annual Meeting of Stockholders, or until their earlier death, resignation or removal. The Class III Directors, Kevin C. Gorman, Ph.D., Gary A. Lyons, and Alfred W. Sandrock, Jr., M.D., Ph.D, will continue in office until the 2022 Annual Meeting of Stockholders or until their earlier death, resignation or removal.
• | An advisory vote on the compensation paid to the Company’s named executive officers. |
Shares Voted: | For | 76,076,922 | Against | 1,767,778 | Abstain | 1,171,411 | ||||||||||||||||||
Percent of Voted: | For | 97.72 | % | Against | 2.27 | % |
There were 5,151,254 brokernon-votes for this proposal.
The compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, was approved on an advisory basis.
• | Approval of the 2011 Plan, as amended. |
Shares Voted: | For | 52,418,919 | Against | 25,443,099 | Abstain | 1,153,073 | ||||||||||||||||||
Percent of Voted: | For | 67.32 | % | Against | 32.67 | % |
There were 5,151,254 brokernon-votes for this proposal.
The 2011 Plan, as amended, was approved.
• | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. |
Shares Voted: | For | 81,923,806 | Against | 1,088,194 | Abstain | 1,155,365 | ||||||||||||||||||
Percent of Voted: | For | 98.68 | % | Against | 1.31 | % |
The appointment of Ernst & Young LLP was ratified.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Neurocrine Biosciences, Inc. 2011 Equity Incentive Plan, as amended. |
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.
Dated: May 23, 2019 | NEUROCRINE BIOSCIENCES, INC. | |
/s/ Darin M. Lippoldt | ||
Darin M. Lippoldt | ||
Chief Legal Officer |