Current Report Filing (8-k)
June 01 2018 - 4:07PM
Edgar (US Regulatory)
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 31, 2018
Achillion Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33095
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52-2113479
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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300 George Street
New Haven, CT
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06511
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (203)
624-7000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box if the Form
8-K
is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12).
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act
(17 CFR
240.13e-4(c)).
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Indicate by checkmark 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 checkmark 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.
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Submission of Matters to a Vote of Security Holders.
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At the Annual Meeting of Stockholders of Achillion
Pharmaceuticals, Inc. (the Company) held on May 31, 2018, the Companys stockholders considered and voted upon the following proposals at the meeting: (1) the election of Jason Fisherman as a Class III director for a
term to expire at the Companys 2021 Annual Meeting of Stockholders and until his successor is duly elected and qualified; (2) the approval, on an advisory basis, of the Companys executive compensation; (3) the approval of an
amendment and restatement of the Companys 2015 Stock Incentive Plan; (4) the ratification of the selection of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending
December 31, 2018; and (5) the election of Joseph Truitt as a Class III director for a term to expire at the Companys 2021 Annual Meeting of Stockholders and until his successor is duly elected and qualified.
Each proposal was approved by the requisite number of votes. The results with respect to each matter voted upon are set forth below.
(1) The Companys stockholders elected Jason Fisherman to the Companys Board of Directors to serve as a Class III director for a term to
expire at the Companys 2021 Annual Meeting of Stockholders and until his successor is duly elected and qualified:
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For
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Withheld
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Broker Non-Votes
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93,208,386
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989,834
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28,165,739
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(2) The compensation of the Companys named executive officers was approved on a
non-binding
advisory basis:
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For
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Against
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Abstain
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Broker Non-Votes
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92,835,085
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1,228,294
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134,841
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28,165,739
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(3) The Companys stockholders approved an amendment and restatement of the Companys 2015 Stock Incentive Plan:
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For
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Against
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Abstain
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Broker Non-Votes
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87,649,998
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6,162,703
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385,519
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28,165,739
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(4) The selection of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the
fiscal year ending December 31, 2018 was ratified:
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For
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Against
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Abstain
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121,252,270
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377,340
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734,349
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(5) The Companys stockholders elected Joseph Truitt to the Companys Board of Directors to serve as a
Class III director for a term to expire at the Companys 2021 Annual Meeting of Stockholders and until his successor is duly elected and qualified:
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For
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Withheld
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Broker Non-Votes
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85,905,546
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630,829
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32,398,515
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: June 1, 2018
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ACHILLION PHARMACEUTICALS, INC.
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By:
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/s/ Mary Kay Fenton
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Mary Kay Fenton
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Chief Financial Officer
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