Current Report Filing (8-k)
July 05 2017 - 6:06AM
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):
June 29, 2017
MADRIGAL PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation)
|
|
001-33277
(Commission File
Number)
|
|
04-3508648
(IRS Employer
Identification No.)
|
Four Tower Bridge
200 Barr Harbor Drive, Suite 400
West Conshohocken, Pennsylvania
(Address of principal executive offices)
|
|
19428
(Zip Code)
|
(484) 380-9263
Registrants telephone number, including area code
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
o
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.
o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
.
Amendment to 2015 Stock Incentive Plan
On March 2, 2017, the Board of Directors of Madrigal Pharmaceuticals, Inc. (the Company) approved, subject to stockholder approval, an amendment to the Companys 2015 Stock Plan (as amended, the Plan), which was approved by the Companys stockholders at the 2017 annual meeting of stockholders held on June 29, 2017 (the Annual Meeting). The Plan amendment increased the total number of shares of common stock reserved for issuance under the Plan by 1,000,000 shares and increased the amount of awards that a participant will be entitled to receive in any fiscal year from 571,429 shares of common stock to 750,000 shares of common stock.
The foregoing description of the Plan amendment does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K (this Current Report) and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on Thursday, June 29, 2017 at the Philadelphia Marriott West, 111 Crawford Avenue, Conshohocken, Pennsylvania 19428. As of May 1, 2017, the record date for the Annual Meeting, the Company had 12,167,405 shares of its common stock outstanding and entitled to vote, of which 11,156,261 shares of the Companys common stock were present in person or represented by proxy and entitled to vote at the Annual Meeting. The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting.
Proposal No. 1
: The Companys stockholders elected each of the two Class I nominees named below to serve on the Companys Board of Directors for a three-year term expiring at the Companys 2020 annual meeting of stockholders and until their respective successors are duly elected and qualified.
Class I Nominee
|
|
Votes For
|
|
Votes Withheld
|
|
Broker Non-votes
|
Paul A. Friedman, M.D.
|
|
9,166,195
|
|
11,869
|
|
1,978,197
|
Kenneth M. Bate
|
|
9,075,444
|
|
102,620
|
|
1,978,197
|
Proposal No. 2
: The Companys stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2017.
Votes For
|
|
Votes Against
|
|
Votes Abstaining
|
|
Broker Non-Votes
|
11,084,506
|
|
62,374
|
|
9,381
|
|
|
Proposal No. 3
: The Companys stockholders approved an amendment to the Plan increasing the aggregate number of shares authorized for issuance thereunder by 1,000,000 shares of common stock and increasing the amount of awards that a participant will be entitled to receive thereunder in any fiscal year from 571,429 shares of common stock to 750,000 shares of common stock.
Votes For
|
|
Votes Against
|
|
Votes Abstaining
|
|
Broker Non-Votes
|
9,028,105
|
|
143,575
|
|
6,384
|
|
1,978,197
|
2
Proposal No. 4
: The Companys stockholders approved, on an advisory basis, the compensation of the Companys named executive officers as described in the proxy statement for the Annual Meeting.
Votes For
|
|
Votes Against
|
|
Votes Abstaining
|
|
Broker Non-Votes
|
9,119,966
|
|
49,083
|
|
9,015
|
|
1,978,197
|
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The following exhibits are attached to this Current Report on Form 8-K:
Exhibit No.
|
|
Description
|
10.1
|
|
2015 Stock Plan, as amended
|
3
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.
|
ENDOLOGIX, INC.
|
|
|
Date: July 3, 2017
|
/s/ Marc R. Schneebaum
|
|
Marc R. Schneebaum
|
|
Chief Financial Officer
|
4
Madrigal Pharmaceuticals (NASDAQ:MDGL)
Historical Stock Chart
From Aug 2024 to Sep 2024
Madrigal Pharmaceuticals (NASDAQ:MDGL)
Historical Stock Chart
From Sep 2023 to Sep 2024