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): July 13, 2021
Eagle Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36306 | 20-8179278 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) |
| of incorporation) | | |
50 Tice Boulevard, Suite 315
Woodcliff Lake, NJ | | 07677 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (201) 326-5300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 | | Name of each exchange on which registered |
| Common Stock (par value $0.001 per share) | | EGRX | | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
Eagle Pharmaceuticals, Inc., or the Company, held its 2021 annual meeting of stockholders, or the Annual Meeting, on July 13, 2021, at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the below proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A, or the 2021 Proxy Statement, filed with the U.S. Securities and Exchange Commission on April 30, 2021. The following sets forth the certified voting results, including the number of votes cast for and against each matter, and if applicable, the number of abstentions and broker non-votes with respect to each matter.
(i) The stockholders elected two directors to serve as members of the Company’s board of directors until the 2024 annual meeting of stockholders. The stockholders present in person or by proxy cast the following numbers of votes in connection with the election of directors, resulting in the election of both director nominees.
| Nominee | | Votes For | | | Votes Withheld | | | Broker
Non-Votes | |
| Michael Graves | | | 8,531,511 | | | | 3,051,031 | | | | 693,481 | |
| Richard A. Edlin | | | 7,842,577 | | | | 3,739,965 | | | | 693,481 | |
There were no abstentions with respect to this proposal.
(ii) The stockholders ratified the selection by the audit committee of the Company’s board of directors of Ernst & Young, LLP as the independent registered public accounting firm of the Company for fiscal year 2021. There were 12,269,310 votes cast for the proposal; 2,226 votes cast against the proposal; 4,487 abstentions; and there were no broker non-votes.
(iii) The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the 2021 Proxy Statement. There were 10,796,774 votes cast for the proposal; 779,462 votes cast against the proposal; 6,306 abstentions; and there were 693,481 broker non-votes.
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.
| Dated: July 19, 2021 | EAGLE PHARMACEUTICALS, INC. |
| | | |
| | By: | /s/ Scott Tarriff |
| | | Scott Tarriff |
| | | Chief Executive Officer |
