Current Report Filing (8-k)
August 28 2020 - 10:01AM
Edgar (US Regulatory)
false 0001008848 0001008848 2020-08-28
2020-08-28
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): August 28,
2020
Acorda Therapeutics, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware
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001-31938
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13-3831168
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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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420 Saw Mill River Road,
Ardsley, NY
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10502
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (914)
347-4300
Not Applicable
(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 (see General Instructions
A.2. below):
☐
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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:
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)
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ACOR
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Nasdaq Global 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 5.07Submission
of Matters to a Vote of Security Holders.
On July 31, 2020, Acorda Therapeutics, Inc. (the “Company”)
convened a Special Meeting of Stockholders (the “Special Meeting”)
for the purposes described in the Company’s definitive proxy
statement filed with the Securities and Exchange Commission on July
6, 2020. As reported in the Company’s Current Report on Form 8-K
filed on July 31, 2020 (the “Prior Form 8-K”), the Special Meeting
was adjourned until August 28, 2020 in order to allow additional
time for the Company’s stockholders to vote on Proposal One, which
was a proposal to amend the Company’s Amended and Restated
Certificate of Incorporation to increase the number of authorized
shares of the Company’s common stock from 80,000,000 to
370,000,000.
On August 28, 2020, the Special Meeting was reconvened. Of the
47,981,098 shares of the Company’s common stock outstanding as of
the June 29, 2020 record date, 36,851,174 shares, or 76.8%, were
represented in person or by proxy at the reconvened Special
Meeting. At the reconvened Special Meeting, the Company’s
stockholders approved Proposal One. The final voting results for
Proposal One are set forth below. The final voting results for
Proposals Two and Three were disclosed in the Prior Form 8-K.
Proposal
One: Authorized common stock increase
proposal
The Company’s stockholders approved an amendment to the Company’s
Amended and Restated Certificate of Incorporation to increase the
number of authorized shares of the Company’s common stock from
80,000,000 to 370,000,000, by the following vote:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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25,171,976
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5,103,200
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260,323
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6,315,675
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Votes for Proposal One represented 52.46% of the shares of our
common stock outstanding on the record date and entitled to vote at
the Special Meeting, which is greater than the absolute majority of
outstanding shares needed for approval of Proposal One. Proposal
One received strong support from shareholders who voted on it, with
82.43% of the shares voted on the proposal having been cast in its
favor.
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.
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Acorda Therapeutics, Inc.
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August 28, 2020
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By:
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/s/ David Lawrence
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Name: David Lawrence
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Title: Chief, Business Operations and Principal Accounting
Officer
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