Form: 8-K

Current report filing

June 26, 2020

Documents

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UNITED STATES
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 25, 2020
OPKO Health, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
 
001-33528
 
75-2402409
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

4400 Biscayne Blvd.
Miami,
Florida
 
33137
(Address of Principal Executive Offices)
 
(Zip Code)
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:
☐ 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 $0.01 per share
OPK
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 (§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
☐    
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
 




ITEM 5.07.
 
Submission of Matters to a Vote of Security Holders.

On June 25, 2020, OPKO Health, Inc. (the “Company”), held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). Below is a summary of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting and the 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
 
 
 
 
 
 
 
 
Phillip Frost, M.D.
 
381,793,595
 
16,376,829
 
 
146,629,158
Jane H. Hsiao, Ph.D.
 
358,503,157
 
39,667,267
 
 
146,629,158
Steven D. Rubin
 
350,453,143
 
47,717,281
 
 
146,629,158
Robert S. Fishel, M.D.
 
391,922,739
 
6,247,685
 
 
146,629,158
Richard M. Krasno, Ph.D.
 
382,493,647
 
15,676,777
 
 
146,629,158
Richard A. Lerner, M.D.
 
361,304,483
 
36,865,941
 
 
146,629,158
John A. Paganelli
 
355,000,358
 
43,170,066
 
 
146,629,158
Richard C. Pfenniger, Jr.
 
375,075,771
 
23,094,653
 
 
146,629,158
Alice Lin-Tsing Yu, M.D., Ph.D.
 
382,834,580
 
15,335,844
 
 
146,629,158

2.
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 Company’s 2020 Proxy Statement for the Annual Meeting. The votes on this proposal were as follows:

For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
375,947,339
 
20,611,221
 
1,611,770
 
146,629,158

3.
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, 2020. The votes on this proposal were as follows:

For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
540,008,637
 
3,433,873
 
1,180,971
 
0

No other matters were considered or voted upon at the meeting.

ITEM 7.01.
 
Regulation FD Disclosure.

A transcript of the Annual Meeting is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01.

The information contained in this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the




liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended.

ITEM 9.01.
 
Financial Statements and Exhibits.
 
(d)
Exhibits
Exhibit No.
 
Description
 
 
99.1
 
Transcript of OPKO Health, Inc. 2020 Annual Meeting of Stockholders held June 25, 2020.
 
 
 
104
 
Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document





Exhibit Index

 
 
 
Exhibit No.
 
Description
 
 
99.1
 
 
 
 





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.
 
 
 
 
 
 
By:
/s/ Steven D. Rubin
Date: June 26, 2020
 
Name:
Steven D. Rubin
 
 
Title:
Executive Vice President - Administration