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 1, 2020 (May 28, 2020)
Intercept Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware (State or Other Jurisdiction of Incorporation) | 001-35668 (Commission File Number) | 22-3868459 (IRS Employer Identification No.) |
10 Hudson Yards, 37th Floor
New York, NY 10001
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (646) 747-1000
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 | | ICPT | | Nasdaq Global Select 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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Intercept Pharmaceuticals, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders on May 28, 2020 (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock, par value $0.001, of the Company (“Common Stock”) from 45,000,000 shares to 90,000,000 shares. The increase in the authorized shares of Common Stock was effected pursuant to a Certificate of Amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”), filed with the Secretary of State of the State of Delaware on May 28, 2020.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders:
| 1. | Elected, by separate resolutions, each of the ten nominees nominated to serve on the Board of Directors until the 2021 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. |
| 2. | Approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 45,000,000 to 90,000,000. |
| 3. | Approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2020 (the “Proxy Statement”). |
| 4. | Ratified the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2020. |
The final voting results on each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:
Proposal | | For | | Withheld | | Broker
Non-Votes |
| 1. The election, by separate resolutions, of each of the following ten nominees to serve on the Board of Directors until the 2021 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified: | | | | | | |
| Proposal No. 1A: Paolo Fundarò | | 24,884,585 | | 125,457 | | 4,119,773 |
| Proposal No. 1B: Mark Pruzanski, M.D. | | 24,907,206 | | 102,836 | | 4,119,773 |
| Proposal No. 1C: Srinivas Akkaraju, M.D., Ph.D. | | 24,039,279 | | 970,763 | | 4,119,773 |
| Proposal No. 1D: Luca Benatti, Ph.D. | | 24,778,562 | | 231,480 | | 4,119,773 |
| Proposal No. 1E: Daniel Bradbury | | 23,325,775 | | 1,684,267 | | 4,119,773 |
| Proposal No. 1F: Keith Gottesdiener, M.D. | | 24,915,673 | | 94,369 | | 4,119,773 |
| Proposal No. 1G: Nancy Miller-Rich | | 24,835,172 | | 174,870 | | 4,119,773 |
| Proposal No. 1H: Gino Santini | | 23,969,612 | | 1,040,430 | | 4,119,773 |
| Proposal No. 1I: Glenn Sblendorio | | 18,910,526 | | 6,099,516 | | 4,119,773 |
| Proposal No. 1J: Daniel Welch | | 24,712,177 | | 297,865 | | 4,119,773 |
| Proposal | | For | | Against | | Abstain | | Broker
Non-Votes |
| 2. The approval of an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 45,000,000 to 90,000,000. | | 28,290,197 | | 782,060 | | 57,558 | | — |
| 3. The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. | | 23,591,401 | | 1,375,365 | | 43,276 | | 4,119,773 |
| 4. The ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2020. | | 28,962,662 | | 127,220 | | 39,933 | | — |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
| | INTERCEPT PHARMACEUTICALS, INC. |
| | |
| | |
| | By: | /s/ Sandip Kapadia |
| | | Name: Sandip Kapadia |
| | | Title: Chief Financial Officer and Treasurer |
Date: June 1, 2020
