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 9, 2017
PTC THERAPEUTICS, INC.
(Exact Name of Company as Specified in Charter)
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| Delaware | | 001-35969 | | 04-3416587 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 100 Corporate Court | | |
| South Plainfield, NJ | | 07080 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Company’s telephone number, including area code: (908) 222-7000
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 9, 2017, Dr. Adam Koppel, a member of the board of directors (the “Board”) of PTC Therapeutics, Inc. (the “Company”), notified the Company of his resignation from the Board effective immediately.
Dr. Koppel has informed the Company that his decision is based on his need to focus on commitments to his principal work activities and was not due to any disagreement with the Company.
Item 5.07 - Submission of Matters to a Vote of Security Holders
PTC Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 9, 2017. The final results for the votes regarding each proposal are set forth below.
The stockholders of the Company elected two Class I directors, each to hold office until the Company’s 2020 annual meeting of stockholders or until his successor has been duly elected and qualified, as follows:
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| Director | | For | | Withheld | | Broker Non-Votes | |
| Stuart W. Peltz, Ph.D. | | 29,043,013 | | 75,347 | | 5,544,983 | |
| Jerome B. Zeldis, M.D., Ph.D. | | 21,653,839 | | 7,464,521 | | 5,544,983 | |
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified by the Company’s stockholders with 25,797,448 votes “For,” 260,455 votes “Against,” and 4,744 votes “Abstained.”
The non-binding advisory proposal on named executive officer compensation was approved by the Company’s stockholders with 19,506,394 votes “For,” 985,329 votes “Against,” 25,941 votes “Abstained,” and 5,544,983 broker non-votes.
Signature
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.
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| | PTC Therapeutics, Inc. |
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| Date: June 12, 2017 | By: | /s/ Christine Utter | |
| | Name: | Christine Utter |
| | Title: | Principal Financial Officer |
