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): April 20, 2021 |
Recro Pharma, Inc.
(Exact name of Registrant as Specified in Its Charter)
| | | | |
Pennsylvania | 001-36329 | 26-1523233 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | | | |
490 Lapp Road | |
Malvern, Pennsylvania | | 19355 |
(Address of Principal Executive Offices) | | (Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: 484 395-2470 |
(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:
| | | | |
Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
|
Common stock, par value $0.01 | | REPH | | 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 5.07 Submission of Matters to a Vote of Security Holders.
On April 20, 2021, Recro Pharma, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). The following is a brief description of the final voting results for each of the proposals submitted to a vote of the shareholders at the Annual Meeting.
Proposal 1 – Election of Class I Directors. Each of Winston Churchill, James Miller and Wayne Weisman were elected to the Board of Directors as Class I directors to serve until the Company’s 2024 Annual Meeting of Shareholders and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal as follows:
| | | | | | | | | | | | | | | | | | | |
Name | | For | |
| Withheld | |
| Broker Non-Votes | |
Winston Churchill | | | 12,859,804 | | | | 2,213,597 | | | | 7,106,276 | |
James Miller | | | 14,888,832 | | | | 184,569 | | | | 7,106,276 | |
Wayne Weisman | | | 12,648,562 | | | | 2,424,839 | | | | 7,106,276 | |
Proposal 2 – Amendment to the Second Amended and Restated Articles of Incorporation. The Amendment to the Company’s Second Amended and Restated Articles of Incorporation to increase the authorized number of shares of the Company’s common stock, par value $0.01 per share, from 50,000,000 shares to 95,000,000 shares was approved, as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
Votes For | | | Votes Against | |
| Abstentions | |
| Broker Non-Votes | |
| 19,617,900 | | | | 2,549,072 | | | | 12,705 | | | | 0 | |
Proposal 3 – Adjournment of Annual Meeting if Insufficient Votes to Approve Proposal 2. There being a quorum present and sufficient votes cast in favor of Proposal 2, the Company’s shareholders were not asked to vote with respect to Proposal 3 at the Annual Meeting.
Proposal 4 – Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers. The compensation of the Company’s named executive officers, on an advisory basis, was approved, as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
Votes For | | | Votes Against | |
| Abstentions | |
| Broker Non-Votes | |
| 13,986,561 | | | | 1,048,474 | | | | 38,366 | | | | 7,106,276 | |
Proposal 5 – Ratification of Independent Registered Public Accountants. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2021 fiscal year was ratified, as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
Votes For | | | Votes Against | |
| Abstentions | |
| Broker Non-Votes | |
| 21,835,391 | | | | 257,511 | | | | 86,775 | | | | 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 thereunto duly authorized.
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| | | Recro Pharma, Inc. |
| | | |
Date: | April 21, 2021 | By: | /s/ J. David Enloe, Jr |
| | | J. David Enloe, Jr
President and Chief Executive Officer |
