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 25, 2022
Intercept Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-35668 | | 22-3868459 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
305 Madison Avenue, Morristown, NJ 07960
(Address of principal executive offices) (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 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 25, 2022, Intercept Pharmaceuticals, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”).
At the Annual Meeting, the Company’s stockholders:
| 1. | Elected, by separate resolutions, each of the eleven nominees nominated to serve on the Board of Directors until the 2023 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. |
| 2. | Approved the Company’s amended and restated equity incentive plan. |
| 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 May 2, 2022. |
| 4. | Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. |
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 eleven nominees to serve on the Board of Directors until the 2023 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified: | | | |
| | (A) Paolo Fundarò | 15,702,487 | 232,716 | 5,743,915 |
| | (B) Jerome Durso | 15,799,831 | 135,372 | 5,743,915 |
| | (C) Srinivas Akkaraju, M.D., Ph.D. | 14,152,714 | 1,782,489 | 5,743,915 |
| | (D) Luca Benatti, Ph.D. | 15,215,705 | 719,498 | 5,743,915 |
| | (E) Daniel Bradbury | 12,545,504 | 3,389,699 | 5,743,915 |
| | (F) Keith Gottesdiener, M.D. | 15,741,290 | 193,913 | 5,743,915 |
| | (G) Nancy Miller-Rich | 15,624,452 | 310,751 | 5,743,915 |
| | (H) Mark Pruzanski, M.D. | 15,678,297 | 256,906 | 5,743,915 |
| | (I) Dagmar Rosa-Bjorkeson | 15,699,086 | 236,117 | 5,743,915 |
| | (J) Gino Santini | 13,996,461 | 1,938,742 | 5,743,915 |
| | (K) Glenn Sblendorio | 12,099,508 | 3,835,695 | 5,743,915 |
| Proposal | For | Against | Abstain | Broker
Non-Votes |
| 2. | The approval of the Company’s amended and restated equity incentive plan. | 11,604,141 | 4,298,056 | 33,006 | 5,743,915 |
| 3. | The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers. | 15,543,395 | 340,999 | 50,809 | 5,743,915 |
| 4. | The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. | 21,554,950 | 49,911 | 74,257 | — |
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/ Jerome Durso |
| | Name: | Jerome Durso |
| | Title: | President and CEO |
Date: May 25, 2022
