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 20, 2010
QLT Inc.
(Exact name of registrant as specified in its charter)
| | | | | |
| British Columbia, Canada | | 000-17082 | | N/A |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
| 887 Great Northern Way, Suite 101, Vancouver, B.C. Canada | | V5T 4T5 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(604) 707-7000
| |
Not Applicable
|
| (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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 21, 2010, the Board of Directors of QLT Inc. (the “Company”) approved grants of equity awards to the Company’s named executive officers listed below, to be granted pursuant to the QLT 2000 Incentive Stock Option Plan (the “Plan”). The following table sets forth the equity awards to such named executive officers:
| | | | | |
| | | Shares Underlying Stock |
Name | | Options Granted1 |
| | | | | |
| Robert L. Butchofsky | | | 200,000 | |
| Cameron R. Nelson | | | 80,000 | |
| Linda M. Lupini | | | 80,000 | |
| Alexander R. Lussow | | | 80,000 | |
| Dipak Panigrahi | | | 300,000 | * |
| | | |
| 1. | | The stock options are granted on May 21, 2010, are exercisable at CAD $6.27 per share (the closing price on the Toronto Stock Exchange on the grant date) for a term of five years and vest in 36 equal monthly installments. |
| * | | In accordance with the terms of Dr. Panigrahi’s employment agreement, previously filed. |
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 20, 2010, the Company held its annual meeting of shareholders. At the annual meeting, the Company’s shareholders voted on the election of directors and a proposal to approve the appointment of Deloitte and Touche LLP as its independent auditors for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors. Each of the eight nominees to the Board of Directors identified and described in the Company’s proxy circular and proxy statement, dated April 14, 2010, was elected at the annual meeting, to hold office until the Company’s next annual meeting of shareholders or until his or her successor is duly elected, unless he or she resigns earlier. The vote on the resolution to elect eight directors is set forth below, and each of the directors was declared elected:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | NUMBER OF SHARES | | | | | | | | |
| | | |
DIRECTORS NOMINATED | | | | | | FOR | | AGAINST | | WITHHELD | | NON VOTE |
| | | | | | | | | |
| Robert L. Butchofsky | | | | | | | 18,231,654 | | | | | | | | 0 | | | | | | | | 5,804,104 | | | | | | | | 5,486,072 | |
| Bruce L.A. Carter | | | | | | | 9,591,733 | | | | | | | | 0 | | | | | | | | 14,444,025 | | | | | | | | 5,486,072 | |
| C. Boyd Clarke | | | | | | | 18,229,208 | | | | | | | | 0 | | | | | | | | 5,806,550 | | | | | | | | 5,486,072 | |
| Peter A. Crossgrove | | | | | | | 17,366,550 | | | | | | | | 0 | | | | | | | | 6,669,083 | | | | | | | | 5,486,072 | |
| Kathryn E. Falberg | | | | | | | 18,227,518 | | | | | | | | 0 | | | | | | | | 5,808,240 | | | | | | | | 5,486,072 | |
| Ian J. Massey | | | | | | | 18,225,822 | | | | | | | | 0 | | | | | | | | 5,809,936 | | | | | | | | 5,486,072 | |
| Joseph L. Turner | | | | | | | 18,229,614 | | | | | | | | 0 | | | | | | | | 5,806,144 | | | | | | | | 5,486,072 | |
| L. Jack Wood | | | | | | | 18,229,780 | | | | | | | | 0 | | | | | | | | 5,805,978 | | | | | | | | 5,486,072 | |
At the annual meeting, the shareholders also approved the proposal to appoint Deloitte & Touche LLP as the Company’s independent auditors for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors. The vote on the resolution is set forth below, and the resolution was declared passed:
| | | | | | | |
| Shares For | | Shares Against | | Shares Withheld | | Non-Votes |
| 28,340,959 | | 0 | | 1,180,871 | | 0 |
2
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.
QLT INC.
Date: May 25, 2010
By:/s/ Cameron Nelson
Name: Cameron Nelson
Title: Vice President, Finance and Chief Financial Officer
3
