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 31, 2017
Acorda Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware | | 000-50513 | | 13-3831168 |
(State or other jurisdiction | | (Commission | | (I.R.S. Employer |
of incorporation) | | File Number) | | Identification No.) |
| | | | |
| | 420 Saw Mill River Road, Ardsley, NY | | 10502 |
| | (Address of principal executive offices) | | (Zip Code) |
| | | | |
Registrant’s telephone number, including area code: (914) 347-4300 |
Not Applicable
Former name or former address, if changed since last report
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
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))
Item 5.07Submission of Matters to a Vote of Security Holders.
Acorda Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 31, 2017 (the “Annual Meeting”) at the Residence Inn by Marriott, 7 Executive Boulevard, Yonkers, NY 10701. 41,624,334 shares of the Company’s common stock, or 89.02% of the shares of the Company’s common stock issued and outstanding on the record date for the Annual Meeting, were present in person or represented by proxy at the Annual Meeting. Summarized below are descriptions of the proposals voted on at the Annual Meeting and the final results of such voting:
Proposal One: Election of directors
As described in the Company’s 2017 Proxy Statement, the Company’s Board of Directors nominated three individuals to serve as Class III directors for a term to expire on the date of the Company’s 2020 Annual Meeting of Stockholders or until their successors are duly elected and qualified. All of such nominees were elected by a plurality vote (and also received a majority vote, for purposes of the majority vote provisions of the Company’s Bylaws), as follows:
Director | Votes For | Votes Withheld | Broker Non-Votes |
Ron Cohen, M.D. | 31,579,642 | 5,927,557 | 4,117,135 |
Lorin J. Randall | 30,774,853 | 6,732,346 | 4,117,135 |
Steven M. Rauscher | 31,579,945 | 5,927,254 | 4,117,135 |
Proposal Two: Ratification of appointment of independent auditors
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2017, by the following vote:
Votes For | Votes Against | Abstentions |
40,882,640 | 738,270 | 3,424 |
Proposal Three: Advisory (non-binding) vote to approve named executive officer compensation
The Company’s stockholders voted, in an advisory, non-binding manner, to approve the compensation of the Company’s Named Executive Officers as disclosed in the Company’s 2017 Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the executive compensation tables and the related footnotes and narrative accompanying the tables (the “say-on-pay vote”). The Company’s stockholders voted as follows to approve such executive compensation pursuant to the say-on-pay vote:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
36,450,950 | 1,042,382 | 13,867 | 4,117,135 |
Proposal Four: Advisory (non-binding) vote on the frequency of executive compensation votes
The Company’s stockholders voted as follows in an advisory, non-binding manner, on the frequency of future say-on-pay votes:
Three Years | Two Years | One Year | Abstentions | Broker Non-Votes |
5,746,253 | 7,885 | 31,741,397 | 11,664 | 4,117,135 |
The frequency of holding say-on-pay votes every year, which was the recommendation of the Company’s Board of Directors, received the greatest number of votes from the Company’s stockholders. With the support of these voting results, the Board of Directors has decided that the Company will hold future say-on-pay votes every year until the next required vote on the frequency of stockholder votes on the compensation of the Company’s executives.
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.
| Acorda Therapeutics, Inc. |
| | |
June 1, 2017 | By: | /s/ David Lawrence |
| | Name: David Lawrence |
| | Title: Chief, Business Operations and Principal Accounting Officer |
