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): June 23, 2021

Deciphera Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38219

30-1003521

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


200 Smith Street, Waltham, Massachusetts		02451
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (781) 209-6400

(Former name or former address, if changed from 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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425)

☐	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))

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

Title of each class

Trading

Symbol

Name of exchange

on which registered

Common Stock, $0.01 Par Value

DCPH

Nasdaq Global Select Market

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 of Matters to a Vote of Security Holders.

The 2021 Annual Meeting of Stockholders of Deciphera Pharmaceuticals, Inc. (the “Company”), was held on June 23, 2021 (the “Annual Meeting”). At the Annual Meeting, there were present, in person or by proxy, holders of 56,199,882 shares of common stock, or approximately 96.97% of the total outstanding shares eligible to be voted. The holders present voted on the four proposals presented at the Annual Meeting as follows.

Proposal One — Election of Directors

The Company’s stockholders approved the election of three Class I directors to the Company’s Board of Directors (“Board”) by the following votes:


Nominee	Votes For	Votes Withheld	Broker Non-Votes
James A. Bristol, Ph.D.	42,016,617	12,378,910	1,804,355
Frank S. Friedman	44,667,250	9,728,277	1,804,355
Ron Squarer	46,788,150	7,607,377	1,804,355

Proposal Two — Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the Annual Meeting pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the narrative disclosures that accompany the compensation tables. The final votes were:


Votes For	Votes Against	Abstentions	Broker Non-Votes
43,546,830	10,721,690	127,007	1,804,355

Proposal Three — Non-Binding Advisory Vote on the Preferred Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved to recommend on a non-binding, advisory basis, that the Company conduct any required stockholder advisory vote on named executive officer compensation every year, every two years, or every three years in accordance with such frequency receiving the greatest number of votes cast for this resolution. The final votes were:


Each Year	Every 2 Years	Every 3 Years	Abstentions	Broker Non-Votes
54,164,531	1,475	101,355	128,166	1,804,355

Proposal Four — Ratification of Appointment of Independent Accounting Firm

The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2021 by the following votes:


Votes For	Votes Against	Abstentions
56,087,583	85,469	26,830

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.