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 5, 2018
SIENTRA, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-36709 | | 20-5551000 |
(State or other jurisdiction
of incorporation) | | (Commission File
Number) | | (I.R.S. Employer
Identification No.) |
420 South Fairview Avenue, Suite 200
Santa Barbara, CA 93117
(Address of principal executive offices, with zip code)
(805)562-3500
(Registrant’s telephone number, including area code)
Check the appropriate box below if theForm 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.):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).
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. |
Sientra, Inc. (“Sientra”) held its 2018 Annual Meeting of Stockholders on June 5, 2018 (the “Annual Meeting”), at which a total of 18,284,079 shares of Sientra common stock, or approximately 93% of the shares entitled to vote, were represented in person or by valid proxies. A description of each matter voted upon at the Annual Meeting is described in detail in Sientra’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2018. Set forth below are final voting results for the four proposals that were subject to a vote of Sientra’s stockholders at the Annual Meeting.
1. For the proposal to elect two nominees for director to serve a three-year term expiring at Sientra’s 2021 Annual Meeting of Stockholders, the voting results were as follows:
| | | | | | | | | | | | |
| Name of Directors Elected | | For | | | Withhold | | | Broker
Non-Votes | |
Jeffrey M. Nugent | | | 10,061,662 | | | | 1,910,981 | | | | 6,311,436 | |
Philippe A. Schaison | | | 8,249,329 | | | | 3,723,314 | | | | 6,311,436 | |
Keith J. Sullivan | | | 11,789,021 | | | | 183,622 | | | | 6,311,436 | |
The following individuals are continuing directors with terms expiring at Sientra’s 2019 Annual Meeting of Stockholders: Nicholas Simon and Timothy Haines.
The following individuals are continuing directors with terms expiring at Sientra’s 2020 Annual Meeting of Stockholders: R. Scott Greer and Kevin O’Boyle.
| 2. | For the proposal to ratify KPMG LLP as Sientra’s independent registered public accounting firm for the fiscal year ending December 31, 2018, the voting results were as follows: |
| | | | |
| For | | Against | | Abstain |
17,134,353 | | 1,146,166 | | 3,560 |
No other matters were presented for stockholder approval at the Annual Meeting.
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.
| | | | | | |
| | | | SIENTRA, INC. |
| | | |
Date: June 7, 2018 | | | | By: | | /s/ Jeffrey M. Nugent |
| | | | | | Jeffrey M. Nugent |
| | | | | | Chairman of the Board of Directors and Chief Executive Officer |
