8-K: Current report filing
Published on June 21, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 20, 2019
OPKO Health, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
001-33528 |
75-2402409 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number) |
(IRS Employer Identification No.) |
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4400 Biscayne Blvd. Miami, Florida |
33137 |
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(Address of Principal Executive Offices) |
(Zip Code) |
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Registrant’s telephone number, including area code: (305) 575-4100
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company |
o
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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. o
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 |
OPK |
NASDAQ Global Select Market |
ITEM 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
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On June 20, 2019, at the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of OPKO Health, Inc., (the “Company”), the Company's stockholders approved an amendment to the Company's amended and restated certificate of incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of the common stock that may be issued from 750 million shares to 1 billion shares (the “Charter Amendment”), as described in the Company's 2019 Proxy Statement (the “2019 Proxy Statement”) on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2019. The Charter Amendment was filed with the Secretary of State of the State of Delaware on June 20, 2019 and became effective on such date. The Charter Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.03.
ITEM 5.07. |
Submission of Matters to a Vote of Security Holders. |
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On June 20, 2019, the Company held the Annual Meeting. Below is a summary of the proposals and corresponding votes.
1. |
All nine nominees were elected to the Board of Directors with each director receiving votes as follows: |
Election of Directors |
For |
Withheld |
Broker Non-Votes |
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Phillip Frost, M.D. |
360,959,527 |
13,881,686 |
129,623,450 |
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Jane H. Hsiao, Ph.D. |
321,761,978 |
53,079,235 |
129,623,450 |
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Steven D. Rubin |
321,134,297 |
53,706,916 |
129,623,450 |
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Robert S. Fishel, M.D. |
363,916,903 |
10,924,310 |
129,623,450 |
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Richard M. Krasno, Ph.D. |
366,983,988 |
7,857,225 |
129,623,450 |
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Richard A. Lerner, M.D. |
366,296,459 |
8,544,754 |
129,623,450 |
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John A. Paganelli |
339,795,674 |
35,045,539 |
129,623,450 |
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Richard C. Pfenniger, Jr. |
366,883,611 |
7,957,602 |
129,623,450 |
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Alice Lin-Tsing Yu, M.D., Ph.D. |
367,145,849 |
7,695,364 |
129,623,450 |
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2. |
The stockholders voted to approve an amendment to the Company’s amended and restated certificate of incorporation to increase the authorized number of shares of the Company’s Common Stock that the Company may issue from 750 million shares to 1 billion shares as disclosed in the 2019 Proxy Statement for the Annual Meeting. The votes on the OPKO Authorized Share Increase Proposal were as follows: |
For |
Against |
Abstain |
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466,547,752 |
35,671,721 |
2,245,191 |
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3. |
The stockholders voted to approve, on a non-binding advisory basis, the compensation of the named executive officers of the Company as disclosed in the 2019 Proxy Statement for the Annual Meeting. The votes on this proposal were as follows: |
For |
Against |
Abstain |
Broker Non-Vote |
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351,096,471 |
22,996,698 |
748,045 |
12,623,450 |
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4. |
The stockholders voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The votes on this proposal were as follows: |
For |
Against |
Abstain |
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499,815,890 |
3,425,402 |
1,223,371 |
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No other matters were considered or voted upon at the meeting.
ITEM 7.01. |
Regulation FD |
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A message from Dr. Phillip Frost, Chairman and Chief Executive Officer, has been posted to the Company’s website at www.opko.com. As previously disclosed in the 2019 Proxy Statement, questions pertinent to meeting matters that could not be answered during the Annual Meeting due to time constraints will be posted online. Such answers have been incorporated in or addressed in the remarks from Dr. Frost.
ITEM 9.01. |
Financial Statements and Exhibits. |
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(d) |
Exhibits |
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Exhibit No. |
Description |
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3.1 |
Certificate of Amendment to Amended and Restated Certificate of Incorporation of OPKO Health, Inc. |
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Exhibit List
Exhibit No. |
Description |
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3.1 |
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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.
OPKO Health, Inc. |
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By: |
/s/ Adam Logal |
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Date: June 21, 2019 |
Name: |
Adam Logal |
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Title: |
Senior Vice President, Chief Financial Officer |
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