Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of Pain Therapeutics, Inc. was held on May
4
, 201
7
. Of the
46,141,935
shares
of our common stock entitled to vote at the meeting,
38,595,903
shares, representing approximately
84
% of the total
votes eligible to be cast, were represented at the meeting in person or by proxy, constituting a quorum. The voting results are presented below.
Proposal One - To elect
Robert Z. Gussin, Ph.D. and Saira Ramasastry
as Class
I
I
Directors to serve for three-year terms and until their successors
are duly elected and qualified. The voting results were as follows:
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Director
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For
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Withheld
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Broker Non – Vote
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Robert Z.Gussin, Ph.D.
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12,860,793
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12,434,847
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13,300,263
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Saira Ramasastry
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12,848,848
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12,446,792
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13,300,263
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Proposal Two – The amendment to the Company’s Amended Restated Certificate of I
ncorporation to effect
(
at the discr
etion of our Board of Directors)
up to
a
ten-to-one reverse stock split of the outstan
ding shares of our common stock
was approved
. The voting results were as follows:
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For
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Against
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Abstain
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34,561,
495
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3,
897
,638
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136,
770
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Proposal
Three - To amendment
of the 2017 Omnibus Incentive Plan and the reservation of a total of 7,000,000 shares of the Company’s common stock for issuance thereunder
was not approved
.
The voting results were as follows:
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For
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Against
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Abstain
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Broker Non-Vote
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11,886,094
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13,336,066
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73,480
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13,300,263
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Proposal Four
- To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31,
2017
. The voting results were as follows:
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For
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Against
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Abstain
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37,916,438
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532,344
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147,121
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Proposal Five
– The Company’s 2016 executive compensation was not approved on
a
non-binding advisory vote.
The voting results were as follows:
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For
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Against
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Abstain
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Broker Non -Vote
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12,058,678
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13,133,527
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103,435
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13,300,263
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Proposal Six –
The frequency of future non-binding
votes on executive compensation
was recommended, on a non-binding basis, to be “every three years”
.
The voting results were as follows:
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Every one year
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Every two years
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Every three years
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Abstain
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Broker Non -Vote
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16,925,451
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56,771
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6,600,741
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248,130
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14,764,810
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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The stockholders of Pain Therapuetucs, Inc. (the “Company”) voted to authorize the Board of Directors
of the Company (the “Board”),
to file an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”), to effect a reverse stock split of the Company’s outstanding common stock, par value $0.001 (the “common
stock”), at a ratio up to
a
ten-to-one (10:1
), with such ratio to be determined by the Board. On May 4, 2017, the Board determined to file the Certificate of Amendment with the reve
rse stock split ratio set at seven-for-one (7:1
) (the “Reverse Stock Split”).
The Certificate of Amendment was
filed with the Secretary of State o
f the State of Delaware on May 4
, 2017, and the Reverse Stock Split will become effective in accordance with the terms of the Certi
ficate of Amendment as of the close business
Eastern Time on May 9,
2017 (the “Effective Time”).
In the reverse stock split, every seven (7) shares of the Company's common stock issued and outstanding at the Effective Time will automatically be exchanged and reclassified into one (1) issued and outstanding share of common stock, par value $0.001 per share. No fractional shares shall be issued in connection with the reverse stock split. Any of the Company's stockholders who would otherwise be entitled to a fraction of one share of common stock will, in lieu thereof, be entitled to receive one share of common stock In connection with the reverse stock split, there will be no change in the nominal par value per share of common stock of $0.001. The reverse stock split will affect all of the Company’s stockholders uniformly and will not affect any stockholder’s percentage ownership interests in the Company.
Trading of the Company’s stock on
The Nasdaq G
lobal Market will continue, on split-adjusted
basis
, with the opening of the market
on
Wednesday May 10, 2017, under the existing trading
symbol,
“PTIE,”
and under a new CUSIP number
69562K 506
.
All outstanding stock options and equity incentive plans immediately prior to the reverse stock split will be proportionately adjusted by dividing the number of shares of common stock into which the stock options and equity incentive plans are exercisable by seven (7) and multiplying the exercise or conversion price by seven (7), as a result of the reverse stock split.
C
omputershare, Inc.
is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record who hold stock certificates regarding the exchange of certificates for common stock.
The information set forth herein does not purport to be complete and is qualified in its entirety by reference to (i) the full text of the Certificate of Amendment that effectuated the Reverse Stock Split, which is filed as Exhibit 3.1 hereto and (ii) the relevant portions of the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission and mailed the Company’s sto
ckholders on or about March 23
, 2017, each of which is incorporated herein by reference.
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Item 8.01.
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Other Events.
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On May 8
, 2017, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 hereto.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
Exhibit
No
.
Description
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3.1
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Certif
icate of Amendment of
Amended and Restated Certificate of Incorporation of the Company
.
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99.1
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Press release dated May 8, 2017
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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.
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PAIN THERAPEUTICS, INC.
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a Delaware corporation
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Date: May 8, 2017
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By:
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/s/ REMI BARBIER
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Remi Barbier
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President and Chief Executive Officer
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EXHIBIT
INDEX
Exhibit
No
.
Description
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3.1
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Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company.
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99.1
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Press release dated May 8, 2017
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