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): May 15, 2019
STRONGBRIDGE BIOPHARMA plc
(Exact name of registrant as specified in its charter)
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Ireland
(State or other
jurisdiction of incorporation) | | 001-37569
(Commission
File Number) | | 98-1275166
(I.R.S. Employer
Identification No.) |
| | |
900 Northbrook Drive, Suite 200
Trevose, PA
(Address of principal executive offices) | | 19053
(Zip Code) |
Registrant’s telephone number, including area code: (610) 254-9200
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 (see General Instruction A.2. below):
☐ 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))
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Securities Registered Pursuant to Section 12(b) of the Exchange Act: |
Title of Each Class | | Trading Symbol | | Name of each exchange on which registered |
Ordinary shares, par value $0.01 per share | | SBBP | | The NASDAQ Global Select Market |
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 May 15, 2019, Strongbridge Biopharma plc (the “Company”) held its Annual General Meeting of Shareholders (“AGM”) in Dublin, Ireland. Described below are the matters voted upon at the AGM and the number of votes for and against, abstentions and broker non-votes, as applicable.
Proposal No. 1 – Re-election of Class I Directors - approved. Each of the Class I directors elected at the AGM will serve a three-year term until the conclusion of the Company’s 2022 annual general meeting and until such time as their successors are duly elected and qualified.
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| | Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
Mårten Steen | | 28,252,884 | | 1,725,988 | | 27,625 | | 11,777,269 |
Hilde Steineger | | 28,821,254 | | 1,158,618 | | 26,625 | | 11,777,269 |
Proposal No. 2 – Ratification of Selection of Auditors and Authorization to Determine the Remuneration of the Auditors – approved. Shareholders were asked to vote to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 and to authorize, in a binding vote, the board of directors, acting through its Audit Committee, to determine Ernst & Young’s remuneration.
| | |
| | Votes |
For | | 41,651,296 |
Against | | 126,140 |
Abstain | | 6,330 |
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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| STRONGBRIDGE BIOPHARMA PLC |
| |
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| By: | /s/ A. Brian Davis |
| Name: A. Brian Davis |
| Title: Chief Financial Officer |
| |
Date: May 16, 2019 |
