Current Report Filing (8-k)

Date : 05/08/2019 @ 12:51PM
Source : Edgar (US Regulatory)
Stock : Assertio Therapeutics, (MM) (ASRT)
Quote : 3.0  0.07 (2.39%) @ 11:19PM

Current Report Filing (8-k)



 
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 8, 2019 (May 7, 2019)
 
ASSERTIO THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-13111
 
94-3229046
(State or Other Jurisdiction of
Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
100 S. Saunders Road, Suite 300 , Lake Forest, IL 60045
(Address of Principal Executive Offices; Zip Code)
 
(224) 419-7106
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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, $0.0001 par value
 
ASRT
 
The NASDAQ Stock Market LLC
  
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):
 
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 of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)    As noted in Item 5.07 below, at the 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”) of Assertio Therapeutics, Inc. (the “Company”), the Company’s stockholders approved an increase in the number of shares available for issuance under the Company’s Amended and Restated 2014 Omnibus Incentive Plan (the “2014 Plan”). A full description of the 2014 Plan appears in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2019. A copy of the 2014 Plan is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 5.07
 
Submission of Matters to a Vote of Security Holders.

The Company held its 2019 Annual Meeting on May 7, 2019 to consider and vote on the following proposals: (i) the election of eight directors to hold office until the 2020 Annual Meeting of Stockholders (Proposal 1); (ii) to approve an increase in the number of shares available for issuance under the Company’s Amended and Restated 2014 Omnibus Incentive Plan (Proposal 2); (iii) to approve, on an advisory basis, the compensation of the Company’s named executive officers (Proposal 3); and (iv) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 (Proposal 4). A summary of the final voting results for each of the four matters voted upon by the stockholders at the 2019 Annual Meeting is set forth below.

Proposal 1:
The stockholders of the Company elected each of the eight nominees to serve on the Board of Directors for a term to expire at the 2020 Annual Meeting of Stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. The votes on Proposal 1 were as follows:

 
Shares Voted For
 
Shares Voted Against
 
Abstentions
 
Broker Non-Votes
James P. Fogarty
44,808,273
 
858,968
 
31,027
 
11,594,323
Karen A. Dawes
44,748,378
 
920,359
 
29,531
 
11,594,323
James J. Galeota, Jr.
44,899,073
 
766,720
 
32,475
 
11,594,323
Arthur J. Higgins
43,505,021
 
2,165,086
 
28,161
 
11,594,323
Heather L. Mason
45,106,151
 
561,810
 
30,307
 
11,594,323
William T. McKee
44,697,289
 
927,902
 
73,077
 
11,594,323
Peter D. Staple
44,286,269
 
1,380,366
 
31,633
 
11,594,323
James L. Tyree
44,684,334
 
942,083
 
71,851
 
11,594,323

Proposal 2:
The stockholders of the Company approved the increase to the number of shares available for issuance under the Company’s Amended and Restated 2014 Omnibus Incentive Plan. The votes on Proposal 2 were as follows:
Votes For
42,993,557
Votes Against
2,662,055
Abstentions
42,656
Broker Non-Votes
11,594,323






Proposal 3:
The stockholders of the Company approved, on an advisory basis, the compensation of the Company’s executive officers. The votes on Proposal 3 were as follows:
Votes For
44,022,408
Votes Against
1,625,688
Abstentions
50,172
Broker Non-Votes
11,594,323
Proposal 4:
The stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The votes on Proposal 4 were as follows:
Votes For
55,411,815
Votes Against
1,827,542
Abstentions
53,234
Item 9.01
 
Financial Statements and Exhibits
    





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.
 
 
ASSERTIO THERAPEUTICS, INC.
 
 
 
Date: May 8, 2019
By:
/s/ Amar Murugan
 
 
Amar Murugan
 
 
Senior Vice President and General Counsel



Assertio Therapeutics, (MM) (NASDAQ:ASRT)
Historical Stock Chart

1 Year : From Jul 2018 to Jul 2019

Click Here for more Assertio Therapeutics, (MM) Charts.

Assertio Therapeutics, (MM) (NASDAQ:ASRT)
Intraday Stock Chart

Today : Saturday 20 July 2019

Click Here for more Assertio Therapeutics, (MM) Charts.

Latest ASRT Messages

{{bbMessage.M_Alias}} {{bbMessage.MSG_Date}} {{bbMessage.HowLongAgo}} {{bbMessage.MSG_ID}} {{bbMessage.MSG_Subject}}

Loading Messages....


No posts yet, be the first! No {{symbol}} Message Board. Create One! See More Posts on {{symbol}} Message Board See More Message Board Posts


Your Recent History
LSE
GKP
Gulf Keyst..
LSE
QPP
Quindell
FTSE
UKX
FTSE 100
LSE
IOF
Iofina
FX
GBPUSD
UK Sterlin..
Stocks you've viewed will appear in this box, letting you easily return to quotes you've seen previously.

Register now to create your own custom streaming stock watchlist.


NYSE, AMEX, and ASX quotes are delayed by at least 20 minutes.
All other quotes are delayed by at least 15 minutes unless otherwise stated.