Current Report Filing (8-k)
May 27 2016 - 4:35PM
Edgar (US Regulatory)
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 25, 2016
Keryx Biopharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-30929
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13-4087132
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Marina Park Drive, 12
th
Floor
Boston, Massachusetts 02210
(Address of Principal Executive Offices)
(617) 466-3500
(Registrants telephone number, including area code)
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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act.
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(e) At the Keryx Biopharmaceuticals, Inc. (Keryx) 2016 Annual Meeting of
Stockholders discussed in Item 5.07 below, the Amended and Restated 2013 Incentive Plan was approved by Keryxs stockholders. Keryxs executive officers and directors are eligible to receive awards under the Amended and Restated 2013
Incentive Plan, in accordance with the terms and conditions of the plan. As a result of the approval of the Amended and Restated 2013 Incentive Plan, the Directors Equity Compensation Plan, a subplan of the Amended and Restated 2013 Incentive Plan,
was also amended in the form of the Fourth Amended and Restated Directors Equity Compensation Plan.
The Amended and Restated 2013
Incentive Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference and the Fourth Amended and Restated Directors Equity Compensation Plan is filed as Exhibit 10.2 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On May 25, 2016, Keryx held its
2016 Annual Meeting of Stockholders (the Annual Meeting). The following matters were voted on by the stockholders at the Annual Meeting: (i) the election of directors, (ii) the ratification of the appointment of UHY LLP as Keryxs
independent registered public accounting firm for the year ending December 31, 2016, (iii) the non-binding advisory vote on the compensation of named executive officers, (iv) the approval of an amendment to Keryxs Certificate of
Incorporation to increase Keryxs authorized share capital by 50,000,000 shares of common stock, and (v) the approval of Keryxs Amended and Restated 2013 Incentive Plan and amendment to the Third Amended and Restated Directors Equity
Compensation Plan to increase the authorized shares issuable thereunder from 9,500,000 to 18,000,000 and to institute a cap on director equity compensation.
At the Annual Meeting, John P. Butler, Kevin J. Cameron, Steven C. Gilman, Gregory P. Madison, Daniel P. Regan, and Michael Rogers were
re-elected to Keryxs Board of Directors.
The vote with respect to each nominee is set forth below:
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Nominee
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Total Votes For
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Total Votes Withheld
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Broker Non-Votes
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John P. Butler
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52,397,733
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614,834
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33,561,683
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Kevin J. Cameron
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52,351,128
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661,439
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33,561,683
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Steven C. Gilman
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51,691,320
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1,321,247
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33,561,683
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Gregory P. Madison
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51,768,342
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1,244,225
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33,561,683
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Daniel P. Regan
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51,978,121
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1,034,446
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33,561,683
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Michael Rogers
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52,600,685
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411,882
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33,561,683
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The vote with respect to the ratification of the appointment of UHY LLP as Keryxs independent registered
public accounting firm for the year ending December 31, 2016, is set forth below:
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Total Votes For
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Total Votes Against
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Abstentions
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Broker Non-Votes
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85,482,424
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649,892
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441,934
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0
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The vote with respect to the non-binding advisory vote on the compensation of Keryxs named executive
officers is set forth below:
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Total Votes For
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Total Votes Against
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Abstentions
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Broker Non-Votes
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46,572,782
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6,245,432
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194,353
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33,561,683
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The vote with respect to the approval of an amendment to Keryxs Certificate of Incorporation to increase
Keryxs authorized share capital by 50,000,000 shares of common stock is set forth below:
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Total Votes For
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Total Votes Against
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Abstentions
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Broker Non-Votes
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75,065,917
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8,881,346
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2,626,987
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0
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The vote with respect to the approval of Keryxs Amended and Restated 2013 Incentive Plan
and amendment to the Third Amended and Restated Directors Equity Compensation Plan to increase the authorized shares issuable thereunder from 9,500,000 to 18,000,000 and to institute a cap on director equity compensation is set forth below:
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Total Votes For
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Total Votes Against
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Abstentions
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Broker Non-Votes
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49,438,696
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3,457,463
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116,408
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33,561,683
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Item 9.01.
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Financial Statements and Exhibits.
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The following exhibits are filed herewith:
10.1 Keryx Biopharmaceuticals, Inc. Amended and Restated 2013 Incentive Plan.
10.2 Keryx Biopharmaceuticals, Inc. Fourth Amended and Restated Directors Equity Compensation Plan.
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.
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Keryx Biopharmaceuticals, Inc.
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(Registrant)
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Date: May 27, 2016
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By:
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/s/ Brian Adams
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Brian Adams
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General Counsel and Corporate Secretary
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INDEX TO EXHIBITS
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Exhibit
Number
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Description
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10.1
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Keryx Biopharmaceuticals, Inc. Amended and Restated 2013 Incentive Plan.
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10.2
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Keryx Biopharmaceuticals, Inc. Fourth Amended and Restated Directors Equity Compensation Plan.
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