Current Report Filing (8-k)
June 15 2017 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 15, 2017
OPKO Health, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-33528
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75-2402409
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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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4400 Biscayne Blvd
Miami, Florida 33137
(Address of Principal Executive Offices) (Zip Code)
(305) 575-4100
Registrants telephone number, including area code
Not applicable
(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 (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 Rule 12b-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 5.07. Submission
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of Matters to a Vote of Security Holders.
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On June 15, 2017, OPKO Health, Inc. (the
Company) held its 2017 Annual Meeting of Stockholders (the Annual Meeting). Below is a summary of the proposal and corresponding vote.
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1.
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All eight nominees were elected to the Board of Directors with each director receiving votes as follows:
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Election of Directors
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For
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Withheld
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Phillip Frost, M.D.
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313,587,917
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34,590,555
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Jane H. Hsiao, Ph.D.
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305,500,426
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42,678,046
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Steven D. Rubin
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304,154,561
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44,023,911
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Richard M. Krasno, Ph.D.
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344,682,759
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3,495,713
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Richard A. Lerner, M.D
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286,997,023
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61,181,449
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John A. Paganelli
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291,162,570
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57,015,902
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Richard C. Pfenniger, Jr.
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333,531,789
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14,646,683
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Alice Lin-Tsing Yu, M.D., Ph.D.
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296,686,376
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18,792,096
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2.
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The approval, on a
non-binding
advisory basis, of the compensation of the named executive officers of the Company (Say On Pay) as disclosed in the Companys Proxy
Statement for the Annual Meeting. The votes on this proposal were as follows:
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For
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Against
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Abstain
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316,825,919
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30,329,801
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1,022,752
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3.
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The selection of one year, on a
non-binding
advisory basis, as the frequency with which the stockholders are provided a
non-binding
advisory vote on Say on Pay in future years. The votes on this proposal were as follows:
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1
Year
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2 Years
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3 Years
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Abstain
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309,086,990
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692,622
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37,254,593
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1,144,267
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Based on this result and in accordance with the previous recommendation of the Companys Board of
Directors, the Company will hold a
non-binding,
advisory vote on Say On Pay every year.
There
were no broker
non-votes
for the proposals. No other matters were considered or voted upon at the meeting.
ITEM 7.01. Regulation
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FD Disclosure.
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On June 15, 2017, the Company held its Annual Meeting of
Stockholders. Copies of the presentations presented at the Annual Meeting are furnished with this Current Report on Form
8-K
as Exhibit 99.1.
Statements are made in the presentations which are not historical are forward-looking statements that reflect managements current views
with respect to future events and performance and may include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions. Such statements are subject to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. The fact that these presentation materials are being furnished should not be deemed an admission as to the materiality of any information contained in the materials.
The information contained in Item 7.01 to this Current Report on Form
8-K
and Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing by the Company under the Act, unless expressly stated otherwise.
ITEM 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Description
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99.1
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OPKO Presentation 2017 Annual Meeting of Stockholders held June 15, 2017.
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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.
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OPKO Health, Inc.
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Date: June 15, 2017
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By
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/s/ Adam Logal
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Name:
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Adam Logal
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Title:
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Senior. Vice President,
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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OPKO Presentation 2017 Annual Meeting of Stockholders held June 15, 2017.
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