SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2021
Aurinia Pharmaceuticals Inc.
(Exact name of registrant as specified in its charter)
|(State or Other Jurisdiction of Incorporation)||(Commission File No.)||(IRS Employer Identification No.)|
#1203-4464 Markham Street
Victoria, British Columbia
(Address and telephone number 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))|
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 Shares, without par value||AUPH||The Nasdaq Stock Market LLC|
|Common Shares, without par value||AUP||Toronto Stock Exchange|
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 5.02||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers|
At the annual general and special meeting (the 2021 Meeting), the shareholders of Aurinia Pharmaceuticals Inc. (the Company) approved an amended and restated equity incentive plan and an employee share purchase plan. Copies of the two approved plans are attached as Exhibit 99.1 and 99.2, respectively. Descriptions of the material terms and conditions of our equity incentive plan and our employee share purchase plan are provided in our definitive proxy statement and information circular for the 2021 Meeting, which was filed with the Securities and Exchange Commission on May 10, 2021, and are incorporated by reference herein.
Michael Hayden did not stand for re-election at the 2021 Meeting of shareholders of the Company, and accordingly his term as a director of the Company ended on June 7, 2021.
|Item 5.07||Submission of Matters to a Vote of Security Holders.|
(a)The Company held the 2021 Meeting virtually on June 7, 2021.
(b)The following proposals were voted upon at the 2021 Meeting and the final voting results with respect to each such proposal are set forth below:
Proposal 1: Based upon the following votes, the shareholders approved setting the number of directors at eight.
Proposal 2: Based upon the following votes, the shareholders elected Dr. George Milne, Mr. Peter Greenleaf, Dr. David R.W. Jayne, Mr. Joseph P. Hagan, Dr. Daniel Billen, Mr. R. Hector MacKay-Dunn, Ms. Jill Leversage and Mr. Timothy P. Walbert to serve as members of the Company's board of directors until the annual general meeting of shareholders to be held in 2022.
|Dr. George Milne||49,234,331||11,615,394||31,594,406|
|Mr. Peter Greenleaf||56,090,326||4,759,398||31,594,407|
|Dr. David R.W. Jayne||56,590,607||4,259,117||31,594,407|
|Mr. Joseph P. Hagan||53,030,638||7,819,087||31,594,406|
|Dr. Daniel Billen||58,194,796||2,654,929||31,594,406|
|Mr. R. Hector MacKay-Dunn||56,755,726||4,093,999||31,594,406|
|Ms. Jill Leversage||57,834,931||3,014,794||31,594,406|
|Mr. Timothy P. Walbert||54,499,040||6,350,685||31,594,406|
Proposal 3: Based upon the following votes, the shareholders approved the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the Company's independent registered public accounting firm until the annual general meeting of shareholders to be held in 2022 or until a successor is appointed.
Proposal 4: Based upon the following votes, the shareholders approved, on a non-binding advisory basis, a "say on pay" resolution regarding the Company's executive compensation.
Proposal 5: Based upon the following votes, the shareholders approved, on a non-binding advisory basis, the frequency of future advisory votes on "say on pay" as being every year.
|One Year||Two Years||Three Years||Abstain||Broker Non-Votes|
Proposal 6: Based upon the following votes, the shareholders approved the Company's amended and restated equity incentive plan.
Proposal 7: Based upon the following votes, the shareholders approved the Company's employee share purchase plan.
Proposal 8: Based upon the following votes, the shareholders confirmed the Company's Amended and Restated By-law No. 2 to increase the quorum for shareholder meetings to 33 1/3%.
|Item 9.01||Financial Statements and Exhibits|
|104||Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)|
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 10, 2021
|AURINIA PHARMACEUTICALS INC.|
|By:||/s/ Stephen P. Robertson|
|Name:||Stephen P. Robertson|
|Title:||Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer|