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 19, 2019

Flexion Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36287

26-1388364

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

10 Mall Road, Suite 301

Burlington, Massachusetts

01803

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (781) 305-7777

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))

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	FLXN	The Nasdaq Global 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. ☐

Ite m 5.07 Submission of Matters to a Vote of Security Holders .

Flexion Therapeutics, Inc. (“Flexion”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) on June 19, 2019. At the Annual Meeting, Flexion’s stockholders (i) elected the three Class II directors to serve on the Board of Directors of Flexion (the “Board”) until Flexion’s 2022 Annual Meeting of Stockholders and until their respective successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal; (ii) ratified the selection, by the Audit Committee of the Board (the “Audit Committee”), of PricewaterhouseCoopers LLP as Flexion’s independent registered public accounting firm for its fiscal year ending December 31, 2019; (iii) approved, on an advisory basis, the compensation of Flexion’s named executive officers, as disclosed in Flexion’s 2019 Proxy Statement; and (iv) indicated, on an advisory basis, that the preferred frequency of stockholder advisory votes on the compensation of Flexion’s named executive officers is on an annual basis. There were 37,992,631 outstanding shares eligible to vote as of April 22, 2019, the record date for the Annual Meeting.

The directors elected to the Board, as well as the number of votes cast for, votes withheld and broker non-votes with respect to each of these individuals, are set forth below:

Director	For		Withheld		Broker Non-Votes
Scott A. Canute		21,025,714		4,815,243		8,855,869
Samuel D. Colella		19,803,539		6,037,418		8,855,869
Mark Stejbach		21,132,421		4,708,536		8,855,869

The proposal to ratify the selection by the Audit Committee of PricewaterhouseCoopers LLP as Flexion’s independent registered public accounting firm for its fiscal year ending December 31, 2019 received the following votes:

For			Against			Abstentions			Broker Non-Votes
34,537,196			106,174			53,456			0

The proposal to approve, on an advisory basis, the compensation of Flexion’s named executive officers, as disclosed in the 2019 Proxy Statement received the following votes:

For			Against			Abstentions			Broker Non-Votes
21,947,138			3,823,044			70,775			8,855,869

The advisory vote on preferred frequency of stockholder advisory votes on the compensation of Flexion’s named executive officers received the following votes:

1 Year		2 Years				3 Years				Abstentions				Broker Non-Votes
25,626,766			95,222				90,744				28,225			8,855,869

Consistent with the preference of Flexion’s stockholders indicated by the voting results for the advisory vote on preferred frequency of stockholder advisory votes on the compensation of Flexion’s named executive officers, Flexion will include a stockholder advisory vote on the compensation of Flexion’s named executive officers every year until the next required vote on the frequency of such advisory votes.

Each of the foregoing voting results from the Annual Meeting is final.

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.