Current Report Filing (8-k)
June 15 2020 - 04:20PM
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): June 12, 2020
ALBIREO
PHARMA, INC.
(Exact name of
registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation)
|
|
001-33451
(Commission File
Number)
|
|
90-0136863
(IRS Employer
Identification No.)
|
10 Post Office Square, Suite
1000
Boston, Massachusetts
(Address of principal executive offices)
|
|
02109
(Zip Code)
|
(857)
254-5555
Registrant’s telephone
number, including area code
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:
oWritten
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
oSoliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
oPre-commencement
communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
oPre-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
|
|
ALBO
|
|
The Nasdaq Capital
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 o
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. o
Item 5.07
Submission of Matters to a Vote of Security Holders.
On
June 12, 2020, Albireo Pharma, Inc. (“Albireo”) held its 2020
Annual Meeting of Stockholders (the “Annual Meeting”). At
the Annual Meeting, the stockholders: (1) elected each
of Michael Gutch, Ph.D. and Roger A. Jeffs, Ph.D. to
Albireo’s Board of Directors as a Class I director for a term
of three years to serve until the 2023 annual meeting of
stockholders and until his successor is elected and qualified or
until his earlier death, resignation or removal (“Election of
Directors”); (2) ratified the appointment of
Ernst & Young LLP as Albireo’s independent registered
public accounting firm for the fiscal year ending December 31,
2020 (“Auditor Ratification”); and (3) approved, on an
advisory basis, the compensation of Albireo’s named executive
officers as disclosed in the proxy statement for the meeting
(“Advisory Vote on Executive Compensation”). A more complete
description of each of these matters is set forth in Albireo’s
definitive proxy statement filed with the Securities and Exchange
Commission on April 17, 2020.
The number of
votes cast in favor or against or withheld by the stockholders and,
where applicable, the number of abstentions and the number of
broker nonvotes on each of the foregoing matters are set forth
below.
1. Election of
Directors
Nominee
|
|
Shares
Voted
For
|
|
Shares Voted
to Withhold
Authority
|
|
Broker
Nonvotes
|
|
Michael Gutch, Ph.D.
|
|
9,032,754
|
|
121,318
|
|
1,521,835
|
|
Roger A. Jeffs, Ph.D.
|
|
9,045,184
|
|
108,888
|
|
1,521,835
|
|
2. Auditor
Ratification
Shares
Voted For
|
|
Shares Voted
Against
|
|
Shares
Abstaining
|
|
Broker
Nonvotes
|
|
10,575,494
|
|
20,942
|
|
79,471
|
|
—
|
|
3. Advisory Vote on
Executive Compensation
Shares
Voted For
|
|
Shares Voted
Against
|
|
Shares
Abstaining
|
|
Broker
Nonvotes
|
|
8,889,343
|
|
165,549
|
|
99,180
|
|
1,521,835
|
|
2
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.
|
ALBIREO
PHARMA, INC.
|
|
|
Date: June 15,
2020
|
/s/ Ronald H.W.
Cooper
|
|
Ronald H.W.
Cooper
|
|
President and Chief
Executive Officer
|
3
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