UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 11, 2019
Progenics Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | | 000-23143 | | 13-3379479 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| | | | |
One World Trade Center, 47th Floor, New York, New York 10007 |
(Address of Principal Executive Offices) (Zip Code) |
| | | | |
Registrant’s telephone number, including area code: (646) 975-2500 |
|
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:
☐ 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 stock, par value $0.0013 | PGNX | 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 (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. ☐
This Current Report on Form 8-K/A is being filed by Progenics Pharmaceuticals, Inc. (the “Company”) as an amendment (the “Amendment”) to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on July 17, 2019 to announce the preliminary voting results of the Company’s 2019 annual meeting of shareholders (the “Annual Meeting”) held on July 11, 2019. This Amendment is being filed to disclose the final voting results as provided by First Coast Results, Inc., the independent Inspector of Election (the “Inspector of Election”) for the Annual Meeting.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 19, 2019, the Inspector of Election delivered its final report that certified the final voting results for the Annual Meeting. Set forth below are the final voting results as provided by the Inspector of Election for the Annual Meeting for the proposals considered and voted upon at the Annual Meeting. Because of the contested nature of the Annual Meeting, there were no broker non-votes on any proposal submitted to a vote at the Annual Meeting. Present at the Annual Meeting, either in person or by proxy, were holders of 65,742,104 shares of the Company’s common stock, constituting a quorum of the Company’s outstanding shares.
Proposal 1: Election of Directors.
Nominees | | Votes For | | Votes Against | | Abstentions |
Peter J. Crowley | | 22,840,259 | | 42,226,653 | | 675,192 |
Mark R. Baker | | 36,974,667 | | 20,865,674 | | 7,901,763 |
Bradley L. Campbell | | 49,788,644 | | 1,628,563 | | 14,324,897 |
Karen J. Ferrante | | 49,841,525 | | 5,765,245 | | 10,135,334 |
Michael D. Kishbauch | | 22,847,869 | | 42,164,606 | | 729,629 |
David A. Scheinberg | | 49,847,264 | | 5,869,998 | | 10,024,842 |
Nicole S. Williams | | 49,664,498 | | 5,963,635 | | 10,113,971 |
In accordance with the Company’s bylaws, Mr. Crowley and Mr. Kishbauch each submitted a contingent resignation on July 11, 2019, which will become effective only if the Board of Directors (the “Board”) accepts the resignation. As required under the Company’s bylaws, the Nominating and Corporate Governance Committee is considering these matters and will recommend to the Board the action to be taken with respect to the tendered contingent resignations. The Board will determine whether to accept such resignations, or what other action should be taken, in accordance with the Company’s bylaws.
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm.
Votes For | | Votes Against | | Abstentions |
62,025,907 | | 1,215,364 | | 2,500,833 |
Proposal 3: Advisory Vote on Executive Compensation.
Votes For | | Votes Against | | Abstentions |
35,960,251 | | 28,424,309 | | 1,357,544 |
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.
| | | |
| | PROGENICS PHARMACEUTICALS, INC. |
| | | |
| | By: | /s/ Patrick Fabbio |
| | | Patrick Fabbio |
| | | Executive Vice President and Chief Financial Officer |
| | | (Principal Financial and Accounting Officer) |
Date: July 22, 2019
