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): December 16, 2014 (December 15, 2014)

 

 

QLT Inc.

(Exact Name of Registrant as specified in its charter)

 

 

 

British Columbia, Canada   000-17082   N/A

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

887 Great Northern Way, Suite 250, Vancouver, B.C.

Canada, V5T 4T5

(Address of principal executive offices)

Registrant’s telephone number, including area code: (604) 707-7000

Not Applicable

(Registrant’s name or former address, if change 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 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))

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders

On December 15, 2014, QLT Inc. (“QLT” or the “Company”) held its Annual General Meeting of shareholders in Vancouver, British Columbia (the “AGM”). At the AGM, QLT shareholders voted to elect directors. Each of the six nominees to the Board of Directors identified and described in QLT’s proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on November 19, 2014 (the “Proxy”), was elected at the AGM, to hold office until the Company’s next annual meeting of shareholders or until his or her successor is duly elected, unless he or she resigns earlier. The vote on the resolution to elect six directors is set forth below, and each of the directors was declared elected:

 

     NUMBER OF SHARES  

DIRECTORS NOMINATED

   FOR      AGAINST      WITHHELD      NON VOTE  

Jason M. Aryeh

     19,863,451         0         254,321         4,702,101   

Dr. Geoffrey F. Cox PhD

     19,986,585         0         131,187         4,702,101   

Dr. John W. Kozarich PhD

     19,993,991         0         123,781         4,702,101   

Jeffrey A. Meckler

     19,854,035         0         263,737         4,702,101   

Dr. Stephen L. Sabba MD

     19,998,081         0         119,691         4,702,101   

John C. Thomas Jr.

     19,864,082         0         253,690         4,702,101   

At the AGM, the shareholders also ratified and approved QLT’s Amended and Restated Advance Notice Policy, as described in the Proxy and as attached as Exhibit A to the Proxy. The vote on the resolution is set forth below, and the resolution was declared passed:

 

FOR    AGAINST    WITHHELD    NON VOTE
19,975,777    130,903    11,092    4,702,101

Additionally, at the AGM, the shareholders approved the proposal to appoint Deloitte LLP as the Company’s independent auditors for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors. The vote on the resolution is set forth below, and the resolution was declared passed:

 

FOR    AGAINST    WITHHELD    NON VOTE
24,378,560    0    441,313    0

 

2


At the AGM, the shareholders also approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Proxy. The vote on the resolution is set forth below, and the resolution was declared passed:

 

FOR    AGAINST    WITHHELD    NON VOTE
19,375,718    719,872    22,182    4,702,101

 

Item 8.01. Other Events.

On December 16, 2014, QLT Inc. issued a press release announcing certain results from its AGM. In the press release, the Company also announced that, following the termination of the Agreement and Plan of Merger with Auxilium Pharmaceuticals, Inc. in October 2014, the Company continues its review of strategic and business options. The Company has engaged Greenhill & Co. to act as advisor to the Company in connection with developing, and advising the Company with respect to, various strategic and business alternatives for QLT. Strategic and business alternatives that the Company may consider include, but are not limited to, asset divestiture, partnering or other collaboration agreements, merger, reverse merger, reorganization or similar transactions, potential acquisitions, or recapitalizations, in addition to continuing to operate the Company in the ordinary course of business and developing its synthetic retinoid program.

A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits

 

Number

  

Description

99.1    Press Release dated December 16, 2014

 

3


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

QLT INC.

By:  

/s/ Sukhi Jagpal

Name:

 

Sukhi Jagpal

Title:

 

Chief Financial Officer

Date: December 16, 2014

 

4



Exhibit 99.1

 

LOGO

 

 

News release

QLT ANNOUNCES RESULTS OF ANNUAL GENERAL MEETING OF

SHAREHOLDERS

Provides Update on Strategic and Business Review

 

For Immediate Release    December 16, 2014

VANCOUVER, British Columbia (GLOBE NEWSWIRE) — QLT Inc. (Nasdaq:QLTI) (TSX:QLT) (“QLT” or the “Company”) is pleased to announce that, on a vote by ballot, the six incumbent directors of the Company were re-elected at the Company’s annual general meeting held on December 15, 2014 (the “Meeting”).

Detailed results of the vote for the election of directors are as follows:

 

Nominee

   Votes For      %      Votes Withheld      %  

Jason M. Aryeh

     19,863,451         98.74         254,321         1.26   

Dr. Geoffrey F. Cox, Ph.D

     19,986,585         99.35         131,187         0.65   

Dr. John W. Kozarich, Ph.D

     19,993,991         99.38         123,781         0.62   

Jeffrey A. Meckler

     19,854,035         98.69         263,737         1.31   

Dr. Stephen L. Sabba, M.D.

     19,998,081         99.41         119,691         0.59   

John C. Thomas, Jr.

     19,864,082         98.74         253,690         1.26   

Shareholders at the Meeting also approved the Company’s Amended and Restated Advance Notice Policy.

Final voting results on all matters voted on at the Meeting will be filed on SEDAR at www.sedar.com and EDGAR at www.edgar.com.

Strategic and Business Review Update

The Company also announces that, following the termination of the Agreement and Plan of Merger with Auxilium Pharmaceuticals, Inc. in October 2014, the Company continues its review of strategic and business options. The Company has engaged Greenhill & Co. to act as advisor to the Company in connection with developing, and advising the Company with respect to, various strategic and business alternatives for the Company. Strategic and business alternatives that the Company may consider include, but are not limited to, asset divestiture, partnering or other collaboration agreements, merger, reverse merger, reorganization or similar transactions, potential acquisitions, or recapitalizations, in addition to continuing to operate the Company in the ordinary course of business and developing its synthetic retinoid program.

 

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About QLT

QLT is a biotechnology company dedicated to the development and commercialization of innovative ocular products that address the unmet medical needs of patients and clinicians worldwide. We are focused on developing our synthetic retinoid program for the treatment of certain inherited retinal diseases.

QLT’s head office is based in Vancouver, Canada and the Company is publicly traded on NASDAQ Stock Market (symbol: QLTI) and the Toronto Stock Exchange (symbol: QLT). For more information about the Company’s products and developments, please visit our web site at www.qltinc.com.

QLT Inc. Contacts:

Investor & Media Relations

Andrea Rabney or David Pitts

Argot Partners

212-600-1902

andrea@argotpartners.com

david@argotpartners.com

Certain statements in this press release may constitute “forward-looking statements” of QLT within the meaning of the Private Securities Litigation Reform Act of 1995 and constitute “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking statements include, but are not limited to: statements which contain language such as: “assuming,” “prospects,” “goal,” “future” “projects,” “potential,” “could,” “may,” “believes,” “expects”, “hopes” and “outlook.” Forward-looking statements are predictions only which involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed in such statements. Many such risks, uncertainties and other factors are taken into account as part of our assumptions underlying these forward-looking statements and include, among others, the following risks, uncertainties and other factors: the effect that QLT’s announcements and actions will have on the market price of our securities; the risk that QLT does not pursue any strategic transaction or business alternative, or that any such transaction or business alterative that is pursued is unsuccessful; QLT’s development plans, timing and results of the clinical development of our synthetic retinoid program; the risk that our assumptions related to continued enrollment trends, efforts and success, and the associated costs of our synthetic retinoid program will prove incorrect; the risk that outcomes for our clinical trials may not be favorable or may be less favorable than interim/preliminary results disclosed and/or previous trials; the possibility that interpretations of data produced by one or more of our clinical trials will vary; the timing, expense and uncertainty associated with the regulatory approval process for products to advance through development stages; risks and uncertainties associated with the safety and effectiveness of our synthetic retinoid program; risks and uncertainties related to the scope, validity, and enforceability of our intellectual property rights and the impact of patents and other intellectual property of third parties; the Company’s future operating results, which are uncertain and likely to fluctuate; currency fluctuations; and general economic conditions and other factors described in detail in QLT’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the U.S. Securities and Exchange Commission and Canadian securities regulatory authorities. Forward-looking statements are based on the current expectations of QLT and QLT does not assume any obligation to update such information to reflect later events or developments except as required by law.

 

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