ARALEZ PHARMACEUTICALS INC. (NASDAQ:ARLZ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On May3, 2017, the shareholders of Aralez Pharmaceuticals Inc.
(the Company) approved the Companys Amended and Restated 2016
Long-Term Incentive Plan (as amended and restated, the 2016 Plan)
at the Companys annual and special meeting of shareholders (the
Meeting). The 2016 Plan had been previously approved by the board
of directors of the Company (the Board) on March8, 2017, subject
to shareholder approval, in order to (i)increase the number of
common shares covered by, and reserved for issuance under, the
2016 Plan by 4,300,000 common shares, (ii)add a minimum vesting
requirement for all stock options and stock appreciation rights
granted under the 2016 Plan, and (iii)adopt new amendment
provisions consistent with the requirements of the Toronto Stock
Exchange Company Manual.
The description of the 2016 Plan is qualified in its entirety by
reference to the full text of the 2016 Plan, which is attached
hereto as Exhibit10.1, and the terms of which are incorporated by
reference into this Item 5.02.
Item5.07. Submission of Matters to a Vote of Security
Holders.
At the Meeting, the following matters were submitted to a vote of
shareholders:
The election of eight directors to the Board, each of whom will
serve until the next annual meeting of shareholders or until
their successors are elected or appointed (Proposal 1);
The approval of the appointment of Ernst Young LLP (EY), an
independent registered public accounting firm, as the Companys
auditors for the fiscal year ending December31, 2017 (Proposal
2);
The approval of the 2016 Plan (Proposal 3);
A non-binding, advisory vote to approve the Companys approach to
the compensation of its named executive officers, as disclosed in
the Companys proxy statement dated March23, 2017 (say-on-pay)
(Proposal 4); and
A non-binding, advisory vote to approve the frequency of future
advisory votes to approve the Companys approach to the
compensation of its named executive officers (say-on-frequency)
(Proposal 5).
At the close of business on March6, 2017, the record date for the
determination of shareholders entitled to vote at the Meeting,
there were 65,683,646 common shares outstanding and entitled to
vote at the Meeting. The holders of 51,367,656 common shares were
represented in person or by proxy at the Meeting, constituting a
quorum. At the Meeting, each of the director nominees was
elected, and all other proposals submitted to shareholders were
approved, as described below.
Proposal 1. Election of Directors
The vote to elect eight directors to the Board was as follows:
|
|
For |
|
Withheld |
|
BrokerNon-Votes |
|
|
|
Adrian Adams |
28,920,565 |
3,440,155 |
19,006,936 |
||||
|
Jason M. Aryeh |
26,164,091 |
6,196,629 |
19,006,936 |
||||
|
Neal F. Fowler |
28,935,289 |
3,425,431 |
19,006,936 |
||||
|
Rob Harris |
22,469,931 |
9,890,789 |
19,006,936 |
||||
|
Arthur S. Kirsch |
22,485,659 |
9,875,061 |
19,006,936 |
||||
|
Kenneth B. Lee,Jr. |
28,922,730 |
3,437,990 |
19,006,936 |
||||
|
Seth A. Rudnick, M.D. |
22,527,866 |
9,832,854 |
19,006,936 |
||||
|
F. Martin Thrasher |
28,932,500 |
3,428,220 |
19,006,936 |
Proposal 2. Appointment of Auditors
The vote to approve the appointment of EY, an independent
registered public accounting firm, as the Companys auditors for
the fiscal year ending December31, 2017 was as follows:
|
For |
|
Withheld |
|
|
50,582,469 |
785,158 |
|
Proposal 3. Approval of the 2016 Plan
The vote to approve the 2016 Plan was as follows:
|
For |
|
Against |
|
Abstain |
|
BrokerNon- Votes |
|
|
18,156,261 |
13,865,803 |
338,655 |
19,006,937 |
Proposal 4. Non-Binding Say-on-Pay Vote
The non-binding, advisory vote to approve the Companys approach
to the compensation of its named executive officers as
disclosed in the Companys proxy statement dated March23, 2017
was as follows:
|
For |
|
Against |
|
Abstain |
|
BrokerNon- Votes |
|
|
19,065,142 |
12,860,952 |
434,625 |
19,006,937 |
Proposal 5. Non-Binding Vote to Approve the Frequency
of Future Say-on-Pay Votes
The non-binding, advisory vote to approve the frequency of
future votes to approve the Companys approach to the
compensation of its named executive officers was as follows:
|
EveryYear |
|
EveryTwoYears |
|
EveryThreeYears |
|
Abstain |
|
BrokerNon- Votes |
|
|
30,067,885 |
412,773 |
599,691 |
1,280,398 |
19,006,909 |
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
ExhibitNo. |
|
Description |
|
10.1 |
Amended and Restated 2016 Long-Term Incentive Plan |
About ARALEZ PHARMACEUTICALS INC. (NASDAQ:ARLZ)
Aralez Pharmaceuticals Inc. is a Canada-based specialty pharmaceutical company. The Company focuses on acquiring, developing and commercializing products in cardiovascular, pain and other areas. The Company’s products include Fibricor, Cambia, Fiorinal, Fiorinal C, Soriatane, Bezalip SR, NeoVisc, Uracyst, Durela, Proferrin, Resultz and Collatamp G. Its development products include YOSPRALA and Bilastine. Fibricor (fenofibric acid) is indicated as a complementary therapy along with diet for the treatment of hypertriglyceridemia, and as a complementary therapy along with diet to reduce elevated low-density lipoprotein cholesterol (LDL-C), total cholesterol (Total-C), triglycerides (TG) and apolipoprotein B (Apo B). Fibricor is also used to increase high-density lipoprotein (HDL) cholesterol (HDL-C) in patients with hypercholesterolemia or mixed dyslipidemia. Cambia (diclofenac potassium for oral solution) is a non-steroidal anti-inflammatory drug (NSAID). ARALEZ PHARMACEUTICALS INC. (NASDAQ:ARLZ) Recent Trading Information
ARALEZ PHARMACEUTICALS INC. (NASDAQ:ARLZ) closed its last trading session down -0.12 at 1.41 with 744,591 shares trading hands.
