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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