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 3, 2014
RECEPTOS, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-35900 | | 26-4190792 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
10835 Road to the Cure, Suite 205
San Diego, California 92121
(858) 652-5700
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
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 5.07. Submission of Matters to a Vote of Security Holders.
On June 3, 2014, Receptos, Inc. (the “Company”) held its 2014 Annual Meeting of Stockholders. Two proposals were voted on at the meeting: (1) the election of each of Faheem Hasnain, Erle T. Mast and Mary Lynne Hedley as Class I directors to serve until the 2017 Annual Meeting of Stockholders; and (2) the ratification of the selection by the Audit Committee of the Board of Directors of the Company of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014.
Only stockholders of record as of the close of business on April 7, 2014 were entitled to vote at the 2014 Annual Meeting. As of April 7, 2014, there were 22,169,312 shares of common stock of the Company outstanding and entitled to vote at the 2014 Annual Meeting. At the 2014 Annual Meeting, 20,063,959 shares of common stock of the Company were represented, in person or by proxy, constituting a quorum for the meeting.
The votes with respect to each of the proposals are set forth below.
Election of Three Class I Directors to Serve until the 2017 Annual Meeting:
| | | | | | | | | | | | |
Name of Director Nominees | | For | | | Withheld | | | Broker
Non-Votes | |
Faheem Hasnain | | | 15,846,236 | | | | 3,325,995 | | | | 891,728 | |
Erle T. Mast | | | 17,793,854 | | | | 1,378,377 | | | | 891,728 | |
Mary Lynne Hedley, Ph.D. | | | 19,170,924 | | | | 1,307 | | | | 891,728 | |
Ratification of the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2014:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
18,886,138 | | 1,176,854 | | 967 | | 0 |
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.
| | | | | | |
| Date: June 4, 2014 | | | | RECEPTOS, INC. |
| | | |
| | | | By: | | /s/ Christian Waage |
| | | | | | Christian Waage |
| | | | | | Senior Vice President & General Counsel |
