Current Report Filing (8-k)
June 03 2019 - 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 30, 2019
Achillion Pharmaceuticals, Inc.
(Exact name of Registrant as Specified in 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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1777 Sentry Parkway West,
Building 14, Suite 200,
Blue Bell, PA
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19422
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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:
(215) 709-3040
N/A
(Former Name or Former Address, if Changed Since 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:
☐
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, Par Value $0.001 per share
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ACHN
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Nasdaq Global Select Market
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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 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On May 31, 2019, Achillion Pharmaceuticals, Inc. (the Company) filed a certificate of amendment to its amended and restated certificate of
incorporation (the Certificate of Amendment), which was effective upon filing with the Secretary of State of the State of Delaware, to increase the number of shares of the Companys common stock, par value $0.001 per share,
authorized for issuance from 200,000,000 shares to 300,000,000 shares. The additional shares of common stock authorized by the Certificate of Amendment have rights identical to the Companys currently outstanding common stock.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by the full text of the Certificate
of Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
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 the Company held on May 30, 2019, the Companys stockholders considered and voted upon the following
proposals at the meeting: (1) the election of Kurt Graves, David I. Scheer and Frank Verwiel, M.D. as Class I Directors for terms to expire at the Companys 2022 Annual Meeting of Stockholders or until their successors are duly
elected and qualified; (2) the approval, on an advisory basis, of the Companys executive compensation; (3) the approval of an amendment to the Companys amended and restated certificate of incorporation to increase the
number of shares of the Companys common stock, par value $0.001 per share, authorized for issuance from 200,000,000 to 300,000,000; and (4) the ratification of the selection of PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm for the fiscal year ending December 31, 2019.
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 Kurt Graves, David I. Scheer and Frank
Verwiel, M.D. to the Companys Board of Directors to serve as a Class I directors for a term to expire at the Companys 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualified:
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Director Nominee
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For
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Withheld
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Broker Non-Votes
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Kurt Graves
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91,596,584
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393,639
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27,619,991
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David I. Scheer
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80,752,262
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11,237,961
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27,619,991
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Frank Verwiel, M.D.
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53,022,811
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38,967,412
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27,619,991
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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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90,411,407
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1,314,781
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264,035
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27,619,991
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(3) The Companys stockholders approved an amendment to the Companys amended and restated certificate of
incorporation to increase the number of shares of common stock, par value $0.001 per share, authorized for issuance from 200,000,000 to 300,000,000:
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For
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Against
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Abstain
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105,561,354
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13,148,831
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900,029
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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, 2019 was ratified:
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For
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Against
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Abstain
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118,614,568
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355,125
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640,521
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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 3, 2019
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ACHILLION PHARMACEUTICALS, INC.
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By:
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/s/ Brian Di Donato
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Brian Di Donato
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Chief Financial Officer
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