Current Report Filing (8-k)
May 22 2020 - 4:09PM
Edgar (US Regulatory)
0001267565
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0001267565
2020-05-19
2020-05-20
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xbrli:shares
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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 20, 2020
COLLEGIUM
PHARMACEUTICAL, INC.
(Exact Name of Registrant as Specified
in its Charter)
Virginia
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001-37372
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03-0416362
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(State or Other Jurisdiction
of Incorporation or Organization)
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(Commission
File Number)
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(IRS Employer Identification
No.)
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100 Technology Center Drive
Suite 300
Stoughton, MA 02072
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (781)
713-3699
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 per share
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COLL
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The NASDAQ Global Select Market
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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 Instruction
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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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 5.07 Submission
of Matters to a Vote of Security Holders.
A total of 34,306,040 shares of the Company’s common stock
were entitled to vote as of March 31, 2020, the record date for the Annual Meeting, of which 32,680,374 were present in person
or by proxy at the Annual Meeting. The following is a summary of the final voting results for each matter presented to shareholders.
PROPOSAL 1:
Election of three Class II Directors to hold office until
the 2023 Annual Meeting of Shareholders.
Nominee
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For
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Against
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Abstentions
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Broker Non-Votes
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Joseph Ciaffoni
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28,340,858
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82,796
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5,386
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4,251,334
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Michael Heffernan, R.Ph.
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27,577,693
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845,831
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5,516
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4,251,334
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Gino Santini
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26,702,728
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1,720,041
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6,271
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4,251,334
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Each of the nominees was re-elected by the Company’s shareholders
as Class II Directors to hold office until the 2023 Annual Meeting of Shareholders.
PROPOSAL 2:
Approval of, on an advisory basis, the compensation of the Company’s
named executive officers.
For
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Against
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Abstentions
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Broker Non-Votes
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27,832,853
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559,829
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36,358
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4,251,334
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On an advisory basis, the Company’s shareholders approved
the compensation of the Company’s named executive officers.
PROPOSAL 3:
Approval of a proposed amendment and restatement of the Company’s
Second Amended and Restated Articles of Incorporation to declassify the Company’s Board of Directors.
For
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Against
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Abstentions
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Broker Non-Votes
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28,374,423
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23,179
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31,438
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4,251,334
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Proposal 3 was approved by the Company’s shareholders.
PROPOSAL 4:
Approval of a proposed amendment and restatement of the Company’s
Second Amended and Restated Articles of Incorporation to eliminate the supermajority voting requirement for amendments to the Company’s
Amended and Restated Bylaws.
For
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Against
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Abstentions
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Broker Non-Votes
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28,346,087
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50,925
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32,028
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4,251,334
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Proposal 4 was approved by the Company’s shareholders.
PROPOSAL 5:
Ratification of the appointment of Deloitte & Touche
LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
For
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Against
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Abstentions
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Broker Non-Votes
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32,662,806
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11,396
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6,172
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0
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Proposal 5 was approved by the Company’s shareholders.
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.
Dated: May 22, 2020
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Collegium Pharmaceutical, Inc.
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By:
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/s/ Paul Brannelly
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Name: Paul Brannelly
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Title: Executive Vice President and Chief Financial Officer
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