Flexion Therapeutics Inc false 0001419600 0001419600 2020-06-10 2020-06-10

 

 

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 10, 2020

 

Flexion Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-36287

26-1388364

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

10 Mall Road, Suite 301

Burlington, Massachusetts

 

01803

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (781) 305-7777

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-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, par value $0.001 per share

 

FLXN

 

The Nasdaq Global 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 

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.

Flexion Therapeutics, Inc. (“Flexion”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on June 10, 2020. At the Annual Meeting, Flexion’s stockholders (i) elected the three Class III directors to serve on the Board of Directors of Flexion (the “Board”) until Flexion’s 2023 Annual Meeting of Stockholders and until their respective successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal; (ii) ratified the selection, by the Audit Committee of the Board (the “Audit Committee”), of PricewaterhouseCoopers LLP as Flexion’s independent registered public accounting firm for its fiscal year ending December 31, 2020; and (iii) approved, on an advisory basis, the compensation of Flexion’s named executive officers, as disclosed in Flexion’s 2020 Proxy Statement. There were 38,562,504 outstanding shares eligible to vote as of April 13, 2020, the record date for the Annual Meeting.

The directors elected to the Board, as well as the number of votes cast for, votes withheld and broker non-votes with respect to each of these individuals, are set forth below:

 

Director

 

For

 

Withheld

 

Broker Non-Votes

Heath Lukatch, Ph.D.

 

 

22,805,055

 

 

2,349,594

 

 

9,396,941

Patrick J. Mahaffy

 

 

21,731,460

 

 

3,423,189

 

 

9,396,941

Alan W. Milinazzo

 

 

22,816,731

 

 

2,337,918

 

 

9,396,941

 

The proposal to ratify the selection by the Audit Committee of PricewaterhouseCoopers LLP as Flexion’s independent registered public accounting firm for its fiscal year ending December 31, 2019 received the following votes:

 

For

 

 

Against

 

 

Abstentions

 

 

Broker Non-Votes

 

34,463,501

 

 

49,305

 

 

38,784

 

 

0

 

 

The proposal to approve, on an advisory basis, the compensation of Flexion’s named executive officers, as disclosed in the 2020 Proxy Statement received the following votes:   

 

For

 

 

Against

 

 

Abstentions

 

 

Broker Non-Votes

20,786,732

 

 

3,763,181

 

 

604,736

 

 

9,396,941

 

Each of the foregoing voting results from the Annual Meeting is final.

 


1


 

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 thereunto duly authorized.

 

 

 

Flexion Therapeutics, Inc.

 

 

 

 

Date: June 11, 2020

 

By:

/s/ Mark S. Levine

 

 

 

Mark S. Levine

 

 

 

General Counsel and Corporate Secretary

 

2

Flexion Therapeutics (NASDAQ:FLXN)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more Flexion Therapeutics Charts.
Flexion Therapeutics (NASDAQ:FLXN)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more Flexion Therapeutics Charts.