Form: 8-K

Current report filing

June 23, 2023

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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 22, 2023
 
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: (305575-4100
 
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.                  ☐
 


 
 

 
ITEM 5.07.
 
Submission of Matters to a Vote of Security Holders.
 
On June 22, 2023, the Company held its 2023 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 twelve nominees were elected to the Board of Directors with each director receiving votes as follows:
 
Election of Directors
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Phillip Frost, M.D.
 
379,317,162
 
74,045,929
 
182,371
 
103,821,645
Jane H. Hsiao, Ph.D.
 
376,333,526
 
74,783,417
 
2,428,516
 
103,821,645
Elias A. Zerhouni, M.D.
 
374,789,049
 
72,680,790
 
6,075,623
 
103,821,645
Steven D. Rubin
 
372,904,884
 
80,358,638
 
276,940
 
103,821,645
Gary J. Nabel, M.D., Ph.D.
 
344,928,159
 
75,168,839
 
33,448,464
 
103,821,645
Alexis Borisy
 
390,808,455
 
54,496,718
 
8,240,289
 
103,821,645
Richard M. Krasno, Ph.D.
 
443,928,010
 
6,849,617
 
2,767,835
 
103,821,645
Prem A. Lachman, M.D.
 
405,262,395
 
48,129,851
 
153,216
 
103,821,645
Roger J. Medel, M.D.
 
405,420,677
 
47,970,760
 
154,025
 
103,821,645
John A. Paganelli
 
370,203,909
 
80,525,601
 
2,815,952
 
103,821,645
Richard C. Pfenniger, Jr.
 
370,802,956
 
80,317,503
 
2,425,003
 
103,821,645
Alice Lin-Tsing Yu, M.D., Ph.D.
 
351,259,466
 
95,571,415
 
6,714,591
 
103,821,645
 
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 2023 Proxy Statement for the Annual Meeting ("Say on Pay"). The votes on this proposal were as follows:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
             
437,636,656
 
14,823,803
 
1,085,003
 
103,821,645

3. The stockholders selected one year as the frequency with which the stockholders are provided a non-binding advisory vote on Say on Pay in future years. The votes on this proposal were as follows:
 
1 Year
 
2 Years
 
3 Years
 
Abstain
 
Broker Non-Votes
                 
439,223,605
 
1,033,695
 
6,933,736
 
6,354,426
 
103,821,645
 
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, 2023. The votes on this proposal were as follows:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
             
550,763,909
 
5,514,961
 
1,088,237
 
0

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

 
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 23, 2023
 
Name:
Steven D. Rubin
   
Title:
Executive Vice President-Administration