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
Date of Report: May 7, 2013
(Date of Earliest Event Reported: May 3, 2013)
Akorn, Inc.
(Exact Name of Registrant as Specified in its Charter)
Louisiana | 001-32360 | 72-0717400 | ||
(State or other | (Commission File Number) | (I.R.S. Employer Identification No.) |
1925 W. Field Court, Suite 300 |
(Address of principal executive offices) |
(847) 279-6100
(Registrant’s telephone number, including area code)
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))
Item 2.02 Results of Operations and Financial Condition
On May 7, 2013, Akorn, Inc. (the “Company”) issued a press release announcing financial results for the quarter ended March 31, 2013. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information in this Item 2.02, including exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 3, 2013, the Company held its annual meeting of shareholders. At that meeting, by proxy vote, the shareholders of the Company voted affirmatively to elect seven directors, to ratify the Audit Committee’s selection of KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013, and to approve by non-binding advisory vote the Company’s current executive compensation program. A total of 95,934,432 shares were entitled to vote of which 90,410,320, or 94.24%, voted.
| 1. | Election of Directors. The following seven individuals were elected to serve as directors of the Company for a one-year term beginning immediately and ending on the date of the Company’s 2014 annual meeting of shareholders: |
Nominee | Votes | % Voted | Votes | % Voted | ||
| John N. Kapoor, Ph.D. (Chairman) | 81,417,338 | 98.23 | % | 1,464,286 | 1.77 | % |
| Kenneth S. Abramowitz | 76,379,622 | 92.16 | % | 6,502,002 | 7.84 | % |
| Adrienne L. Graves, Ph.D. | 82,498,567 | 99.54 | % | 383,057 | 0.46 | % |
| Ronald M. Johnson | 76,428,350 | 92.21 | % | 6,453,274 | 7.79 | % |
| Steven J. Meyer | 76,397,918 | 92.18 | % | 6,483,706 | 7.82 | % |
| Brian Tambi | 82,481,849 | 99.52 | % | 399,775 | 0.48 | % |
| Alan Weinstein | 78,178,392 | 94.33 | % | 4,703,232 | 5.67 | % |
| 2. | Ratification of KPMG LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2013. Ratification required affirmative vote of a majority of the votes cast. Voting results were as follows: |
| Percent of | ||
| For | 90,110,650 | 99.67 | % |
| Against | 45,350 | 0.05 | % |
| Abstain | 254,320 | 0.28 | % |
| Broker Non-Votes | 0 | n/a | |
| 3. | Non-binding advisory vote to approve the Company’s current executive compensation program. The advice of shareholders is based on the majority of votes cast, with abstentions and non-votes having no impact on the results. Voting results were as follows: |
Shares Voted | Percent of | ||
| For | 82,463,736 | 99.50 | % |
| Against | 149,064 | 0.18 | % |
| Abstain | 268,824 | 0.32 | % |
| Broker Non-Votes | 7,528,696 | n/a | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. See attached exhibit index.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Akorn, Inc. | ||||
|
| By: | /s/ Timothy A. Dick | |
Timothy A. Dick | ||||
Chief Financial Officer | ||||
Date: | May 7, 2013 | |||
Exhibit Index
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press release issued by Akorn, Inc. on May 7, 2013 announcing financial results for the quarter ended March 31, 2013. |