Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On June 8, 2017, Keryx
Biopharmaceuticals, Inc. (Keryx) held its 2017 Annual Meeting of Stockholders (the Annual Meeting). The following matters were voted on by the stockholders at the Annual Meeting: (i) the election of directors,
(ii) the ratification of the appointment of UHY LLP as Keryxs independent registered public accounting firm for the year ending December 31, 2017, (iii) the non-binding advisory vote on the compensation of named executive
officers, (iv) the non-binding advisory vote on the frequency of holding an advisory vote on the compensation of Keryxs named executive officers, (v) the ratification of the filing and effectiveness of the Certificate of Amendment to
Keryxs Certificate of Incorporation filed with the Secretary of State of the State of Delaware on May 26, 2016 and (vi) the approval of an amendment to Keryxs Certificate of Incorporation to increase Keryxs authorized
shares of common stock to 230,000,000 shares.
Proposal One: Election of Directors; Nominees
At the Annual Meeting, John P. Butler, Kevin J. Cameron, Steven C. Gilman, Gregory P. Madison, Daniel P. Regan, Michael T. Heffernan, Jodie P.
Morrison and Michael Rogers were re-elected to Keryxs Board of Directors.
The vote with respect to each nominee is set forth below:
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Nominee
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Total Votes For
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Total Votes Withheld
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Broker Non-Votes
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John P. Butler
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52,159,980
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1,721,045
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36,023,903
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Kevin J. Cameron
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51,935,306
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1,945,719
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36,023,903
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Steven C. Gilman
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45,093,729
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8,787,296
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36,023,903
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Gregory P. Madison
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51,611,721
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2,269,304
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36,023,903
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Daniel P. Regan
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51,649,984
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2,231,041
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36,023,903
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Michael T. Heffernan
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48,878,197
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5,002,828
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36,023,903
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Jodie P. Morrison
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51,840,779
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2,040,246
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36,023,903
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Michael Rogers
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52,168,909
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1,712,116
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36,023,903
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Proposal Two: Ratification of Appointment of UHY LLP as Keryxs Independent Registered Public Accounting Firm
The vote with respect to the ratification of the appointment of UHY LLP as Keryxs independent registered public accounting firm for the
year ending December 31, 2017 is set forth below:
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Total Votes For
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Total Votes Against
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Abstentions
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Broker Non-Votes
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88,254,767
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1,157,654
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492,507
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0
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Proposal Three: Advisory Vote to Approve the Compensation of Keryxs Named Executive Officers
The non-binding advisory vote with respect to the compensation of Keryxs named executive officers is set forth below:
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Total Votes For
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Total Votes Against
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Abstentions
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Broker Non-Votes
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46,905,789
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5,912,155
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1,063,081
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36,023,903
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Proposal Four: Advisory Vote to Approve the Frequency of Holding an Advisory Vote on the Compensation of Keryxs Named
Executive Officers
The non-binding advisory vote with respect to the frequency of holding an advisory vote on the compensation of
Keryxs named executive officers is set forth below:
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1 Year
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2 Years
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3 Years
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Abstentions
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Broker Non-Votes
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50,472,397
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491,335
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1,484,925
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1,432,368
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36,023,903
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In accordance with the stockholders recommendation, Keryx has determined that an advisory vote on the
compensation of its named executive officers will be conducted every year, until the next stockholder advisory vote is held on this matter.
Proposal Five: Ratification of the Filing and Effectiveness of the Certificate of Amendment to Keryxs
Certificate of Incorporation Filed with the Secretary of State of the State of Delaware on May 26, 2016
The vote with respect to
the ratification of the filing and effectiveness of the Certificate of Amendment to Keryxs Certificate of Incorporation filed with the Secretary of State of the State of Delaware on May 26, 2016 is set forth below:
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Total Votes For
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Total Votes Against
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Abstentions
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Broker Non-Votes
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83,008,777
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5,580,548
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1,315,603
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0
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Proposal Six: Approval of an Amendment to Keryxs Certificate of Incorporation to Increase Keryxs Authorized
Common Stock to 230,000,000 Shares
The vote with respect to the approval of an amendment to Keryxs Certificate of Incorporation
to increase Keryxs authorized shares of common stock to 230,000,000 shares is set forth below:
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Total Votes For
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Total Votes Against
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Abstentions
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Broker Non-Votes
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76,922,005
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12,322,770
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660,153
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0
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