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 10, 2020
NEOS THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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001‑37508 | | 27‑0395455 |
(Commission File No.) | | (IRS Employer Identification No.) |
2940 N. Highway 360
Grand Prairie, TX 75050
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (972) 408‑1300
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:
☐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:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common stock, par value $0.001 per share | | NEOS | | The Nasdaq Stock Market LLC |
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 1.01. Entry into a Material Definitive Agreement.
On June 10, 2020, the Board of Directors (the “Board”) of Neos Therapeutics, Inc. (“Neos” or the “Company”) approved a change to its non-employee director compensation program. As modified by the Board, the value of the annual stock option grant to each non-employee director of the Company as of the date of the annual stockholder meeting was decreased from $38,000 in fair value on the grant date (using a Black-Scholes option pricing model) to approximately $23,400 in fair value and the Board added an option to make the annual equity award in the form of restricted stock units that vest in full on the one-year anniversary of the date of grant. All other aspects of the cash and equity compensation of non-employee directors remain unchanged. A copy of the Neos Therapeutics, Inc. Non-Employee Director Compensation Policy, effective as of June 10, 2020, is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
In connection with the Annual Meeting of Stockholders of the Company held on June 10, 2020 (the “Annual Meeting”), there were 49,743,955 shares outstanding as of the April 13, 2020 record date, of which 34,852,979 shares, or approximately 70.06%, were present or represented by proxy at the Annual Meeting.
With respect to the matters submitted for a vote of stockholders at the Annual Meeting: (i) each of the Class II directors nominated, Gerald McLaughlin and Greg Robitaille, were elected to serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2023 and until their successors have been elected and qualified, subject to their earlier resignation or removal (“Proposal 1”), and (ii) the selection of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified (“Proposal 2”). Set forth below are the voting results for each such matter.
Proposal 1:
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Director Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
Gerald McLaughlin | | 18,121,872 | | 1,314,482 | | 15,416,625 |
Greg Robitaille | | 18,123,640 | | 1,312,714 | | 15,416,625 |
Proposal 2:
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For | | Against | | Abstain | | Broker Non-Votes |
34,523,898 | | 227,386 | | 101,695 | | — |
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.
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| NEOS THERAPEUTICS, INC. |
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Date: June 11, 2020 | By: | /s/ Richard I. Eisenstadt |
| | Richard I. Eisenstadt |
| | Chief Financial Officer |
