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): June 23, 2015 (June 22, 2015)
ARCA biopharma, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-22873 | 36-3855489 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
11080 CirclePoint Road, Suite 140, Westminster, CO 80020
(Address of Principal Executive Offices) (Zip Code)
(720) 940-2200
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
£ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
£ | 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 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 22, 2015, ARCA biopharma, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders at which the Company’s stockholders voted upon (i) the election of Company nominees Dr. Raymond L. Woosley and Mr. Dan J. Mitchell, to the Company’s Board of Directors (the “Board”), each for a three-year term ending at the 2018 Annual Meeting of Stockholders, (ii) the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 and (iii) the authorization of the Company’s Board of Directors to, for a period of up to one-year, file an amendment to the Company’s restated certificate of incorporation to effect a reverse split of the Company’s Common Stock at a ratio in the range of 3:1 to 20:1, if, in the Board’s judgment, it is deemed necessary.
The stockholders elected both director nominees, ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 and approved the reverse split of the Company’s Common Stock. The tabulation of votes cast with respect to each matter voted upon, as applicable, was as follows:
1. Election of Directors:
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Nominee |
| For |
| Withheld |
| Broker Non-Votes | |
Raymond L. Woosley, M.D. |
| 4,376,739 |
| 760,164 |
| 8,673,293 | |
Dan J. Mitchell |
| 4,392,953 |
| 743,950 |
| 8,673,293 | |
2. Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015:
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For |
| Against |
| Abstentions |
| Broker Non-Votes |
13,416,737 |
| 270,533 |
| 122,926 |
| — |
3. Approval of a series of certificates of amendment to the Company's Restated Certificate of Incorporation, as amended, to effect a reverse split of the Company's outstanding common stock, pursuant to which any whole number of outstanding shares between, and including, three and twenty would be combined into one share of common stock and to authorize the Company's Board of Directors to select and file one such certificate of amendment and abandon the other certificates of amendment, or to abandon all such certificates of amendment as permitted under Section 242(c) of the Delaware General Corporation Law, to be determined by the Board of Directors within one year of approval:
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For |
| Against |
| Abstentions |
| Broker Non-Votes |
10,756,399 |
| 2,851,719 |
| 202,078 |
| — |
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: June 23, 2015 |
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| ARCA biopharma, Inc. | ||
| (Registrant) | ||
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| By: | /s/ Christopher D. Ozeroff | |
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| Name: | Christopher D. Ozeroff |
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| Title: | Senior Vice President and General Counsel |