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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): March 14, 2020

 

Arrowhead Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

Delaware

 

001-38042

 

46-0408024

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

177 E. Colorado Blvd, Suite 700, Pasadena, CA 91105

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (626) 304-3400

 

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:

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)

 

 

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.

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, Par Value $0.001 per share

 

ARWR

 

The Nasdaq Global Select Market

 

 


Item 1.01 Entry into a Material Definitive Agreement

 

On March 14, 2020, Arrowhead Pharmaceuticals, Inc. (“the Company”) entered into a sublease agreement (the “Sublease”) with Halozyme, Inc. for additional research and development facility space in San Diego, California.  The Sublease provides additional space needed to accommodate the recent growth of the Company’s personnel and discovery efforts.  The space consists of approximately 21,000 rentable square feet located at 11404 Sorento Valley Road, San Diego, California, 92121.  The term of the Sublease is expected to commence on April 1, 2020 and will expire on January 14, 2023.  Lease payments are estimated to total approximately $2.1 million over the term.  

 

The foregoing description of the lease agreement does not purport to be complete and is subject to, and qualified in its entirety by, the lease agreement, which will be filed in a subsequent periodic report.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

The following proposals were submitted to the stockholders of Arrowhead Pharmaceuticals, Inc. (the “Company”) at the 2020 Annual Meeting of Stockholders held on March 19, 2020.

 

 

Election of six directors to serve as members of the Company’s Board of Directors until the next Annual Meeting or until their successors are elected;

 

 

Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers for fiscal 2019;

 

 

Approval of an amendment to the Company’s Amended and Restated By-Laws to implement a majority vote standard in uncontested elections of directors; and

 

 

Ratification of Rose Snyder & Jacobs as independent auditors of the Company for the fiscal year ended September 30, 2020.

As of January 22, 2020, the record date for the Annual Meeting, the Company had 101,562,158 shares of its common stock outstanding and entitled to vote. At the Annual Meeting, 86,514,144 shares were present in person or represented by proxy and entitled to vote. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

Board of Director Election Results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NAME

  

FOR

 

  

WITHHELD

 

  

NON VOTES

 

Christopher Anzalone

  

 

53,618,635

 

  

 

391,320

  

  

32,504,189

 

 

Marianne De Backer

  

 

53,373,958

 

  

 

635,997

  

  

32,504,189

 

 

Mauro Ferrari

  

 

52,876,785

 

  

 

1,133,170

  

  

32,504,189

 

 

Douglass Given

  

 

50,029,193

 

  

 

3,980,762

  

  

32,504,189

 

 

Michael S. Perry

  

 

34,271,944

 

  

 

19,738,011

 

 

32,504,189

 

 

William Waddill

 

 

52,897,196

 

 

 

1,112,759

 

 

32,504,189

 

 

Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers for the 2019 fiscal year

52,833,800 FOR 975,617 AGAINST 200,538 ABSTAIN 32,504,189 NON VOTES


The proposal was approved.

Approval of an amendment to the Company’s Amended and Restated By-Laws to implement a majority vote standard in uncontested elections of directors

53,697,558 FOR 190,335 AGAINST 122,062 ABSTAIN 32,504,189 NON VOTES

The proposal was approved.

Ratification of Rose, Snyder & Jacobs as Arrowhead’s independent public accounting firm

85,078,035 FOR 441,881 AGAINST 994,228 ABSTAIN

 

The appointment was ratified.



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 thereunto duly authorized.

 

Date: March 19, 2020

 

 

 

 

ARROWHEAD PHARMACEUTICALS, INC.

 

 

By:

 

/s/ Kenneth Myszkowski

 

 

Kenneth Myszkowski

 

 

Chief Financial Officer

 

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