UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 24, 2017
Concert Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
|
| | | | |
| | | | | |
| Delaware | | 001-36310 | | 20-4839882 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
|
| | |
| | | |
99 Hayden Avenue, Suite 500 Lexington, Massachusetts | | 02421 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (781) 860-0045
(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):
¨ 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))
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 ý
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. ý
Item 5.07 Submission of Matters to a Vote of Security Holders.
Concert Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 24, 2017. The following is a summary of the matters voted on at that meeting.
|
| |
| 1. | The Company’s stockholders elected Richard H. Aldrich, Thomas G. Auchincloss, Jr. and Christine van Heek as class III directors to serve until the 2020 Annual Meeting of Stockholders, each such director to hold office until his or her successor has been duly elected and qualified. The results of the stockholders’ vote with respect to the election of such class III directors were as follows: |
|
| | | | | | |
| | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Richard H. Aldrich | | 13,539,609 | | 3,870,646 | | 3,604,926 |
| Thomas G. Auchincloss, Jr. | | 14,892,135 | | 2,518,120 | | 3,604,926 |
| Christine van Heek | | 14,892,045 | | 2,518,210 | | 3,604,926 |
|
| |
| 2. | The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the current fiscal year. The results of the stockholders’ vote with respect to such ratification were as follows: |
|
| | | | |
| Votes For | | Votes Against | | Votes Abstaining |
| 20,986,614 | | 14,914 | | 13,653 |
|
| |
| 3. | The Company’s stockholders authorized the sale of the clinical candidate CTP-656 and other assets related to the treatment of cystic fibrosis by the Company to Vertex Pharmaceuticals. |
|
| | | | | | |
| Votes For | | Votes Against | | Votes Abstaining | | Broker Non-Votes |
| 17,314,969 | | 15,594 | | 76,692 | | 3,604,926 |
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.
|
| | | | | | |
| | | | | | | |
| | | | | | | CONCERT PHARMACEUTICALS, INC. |
| | | | |
| | | | | By: | | /s/ Roger D. Tung |
| Date: May 25, 2017 | | | | | | Roger D. Tung |
| | | | | | | President and Chief Executive Officer |
