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
May 18, 2011
Date of Report (Date of earliest event reported)
NPS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 0-23272 | | 87-0439579 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification Number) |
550 Hills Drive, 3rd Floor
Bedminster, NJ 07921
(Address of principal executive offices)
(908) 450-5300
(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:
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))
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) Approval of Amendment to NPS Pharmaceuticals, Inc. 2005 Omnibus Incentive Plan
On May 18, 2011, NPS Pharmaceuticals, Inc. (“NPS” or the “Company”) held its 2011 annual meeting of stockholders. At the annual meeting, the stockholders of NPS approved an amendment to the Company’s 2005 Omnibus Incentive Plan (the “Omnibus Plan”) to increase by 4,650,000 shares the aggregate number of shares of common stock reserved for issuance under the Omnibus Plan. The other material features of the Omnibus Plan were not affected by the amendment.
The full text of the Omnibus Plan, as amended, is attached hereto as Exhibit 10.1 and incorporated herein by reference. A detailed summary of the material features of the Omnibus Plan can be found in the Company’s definitive proxy statement for its 2011 annual meeting of stockholders, which was filed with the Securities and Exchange Commission on April 15, 2011.
ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 19, 2011, the Company filed a Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware. The Certificate of Amendment amended the Company’s Amended and Restated Certificate of Incorporation by increasing the number of authorized shares of the Company’s common stock from 105,000,000 to 175,000,000 shares.
The information contained in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment attached hereto as Exhibit 3.1 and incorporated herein by reference.
ITEM 5.07. Submission of Matters to a Vote of Security Holders.
As noted above, on May 18, 2011, NPS Pharmaceuticals, Inc. held its 2011 annual meeting of stockholders. The following is a summary of the matters voted on at the meeting:
a) | | The following nominees were elected to the Board of Directors of the Company, by the following stockholder vote: |
Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes | |
Michael W. Bonney, B.A. | | 48,556,894 | | 363,709 | | 7,250,620 | |
Colin Broom, M.D. | | 48,547,440 | | 373,163 | | 7,250,620 | |
Pedro Granadillo, B.S. | | 48,831,861 | | 88,742 | | 7,250,620 | |
James G. Groninger, M.B.A. | | 48,520,508 | | 400,095 | | 7,250,620 | |
Donald E. Kuhla, Ph.D. | | 48,520,227 | | 400,376 | | 7,250,620 | |
Francois Nader, M.D., M.B.A. | | 48,543,049 | | 377,554 | | 7,250,620 | |
Rachel R. Selisker, CPA | | 48,546,109 | | 374,494 | | 7,250,620 | |
Peter G. Tombros, M.S., M.B.A. | | 48,511,004 | | 409,599 | | 7,250,620 | |
b) | | The amendment to the Company’s 2005 Omnibus Incentive Plan to increase by 4,650,000 shares the aggregate number of shares of common stock reserved for issuance thereunder was approved by the following stockholder vote: |
| | |
| | Votes For: 35,444,764 |
| | |
| | Votes Against: 13,459,549 |
| | |
| | Abstentions: 16,290 |
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| | Broker Non-Votes: 7,250,620 |
| | |
c) | | The amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 105,000,000 to 175,000,000 shares was approved by the following stockholder vote: |
| | |
| | Votes For: 51,697,699 |
| | |
| | Votes Against: 4,407,025 |
| | |
| | Abstentions: 66,499 |
| | |
| | Broker Non-Votes: 7,250,620 |
| | |
d) | | The advisory vote on executive compensation was approved by the following stockholder vote: |
| | |
| | Votes For: 48,382,173 |
| | |
| | Votes Against: 500,782 |
| | |
| | Abstentions: 37,648 |
| | |
| | Broker Non-Votes: 7,250,620 |
| | |
e) | | By the vote reflected below, our stockholders recommended, on a non-binding advisory basis, that the Company conduct future shareholder advisory votes every year on the compensation of the Company’s named executive officers: |
| | |
| | Every Year: 42,902,201 |
| | |
| | Every Two Years: 77,984 |
| | |
| | Every Three Years: 5,904,773 |
| | |
| | Abstentions: 35,645 |
| | |
| | Broker Non-Votes: 7,250,620 |
In light of these voting results, our Board of Directors has decided that the Company will hold an advisory vote on the compensation of the named executive officers every year until the next stockholder vote regarding the frequency of votes on executive compensation.
f) | | The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011 was ratified by the following stockholder vote: |
| | |
| | Votes For: 55,930,903 |
| | |
| | Votes Against: 117,524 |
| | |
| | Abstentions: 122,796 |
| | |
| | There were no broker non-votes for this item. |
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed with this Report on Form 8-K:
Exhibit | | |
| | |
3.1 | | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of NPS Pharmaceuticals, Inc., dated May 19, 2011 |
10.1 | | NPS Pharmaceuticals, Inc. 2005 Omnibus Incentive Plan, as amended as of May 18, 2011 |
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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.
Date: May 24, 2011 | | NPS PHARMACEUTICALS, INC. |
| | | |
| | By: | /S/ EDWARD STRATEMEIER |
| | | Edward Stratemeier |
| | | Senior Vice President, General Counsel and Secretary |
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EXHIBIT INDEX
Exhibit Number | | Description |
| | |
3.1 | | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of NPS Pharmaceuticals, Inc., dated May 19, 2011 |
10.1 | | NPS Pharmaceuticals, Inc. 2005 Omnibus Incentive Plan, as amended as of May 18, 2011 |
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