BioCryst Pharmaceuticals, Inc. (NASDAQ:BCRX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On May 24, 2017, at the 2017 Annual Meeting of Stockholders (the
Annual Meeting), the stockholders of BioCryst Pharmaceuticals,
Inc. (the Company) approved, by the affirmative vote of a
majority of the shares of common stock represented at the Annual
Meeting in person or by proxy and entitled to vote, a proposal to
amend the BioCryst Pharmaceuticals, Inc. Stock Incentive Plan
(the Plan Amendment, and such plan, as amended, the Stock
Incentive Plan) to increase the number of shares available for
issuance under the Stock Incentive Plan by 1,000,000 shares to
15,274,576 shares as of March 28, 2017. In connection with the
increase in shares available under the Plan, the Plan Amendment
also provides for four stockholder-friendly provisions: (i) a
minimum one-year vesting period for all future awards, provided
that this limitation shall not apply to up to five percent of the
total number of shares available for issuance under the Stock
Incentive Plan following approval of the Plan Amendment at the
Annual Meeting, (ii) the prohibition on the payment of dividends
on unvested awards, (iii) a provision specifying that, following
a change of control of the Company in which the acquiror or
successor of the Company does not assume outstanding
performance-based shares of restricted stock or Restricted Stock
Units (RSUs), such shares of restricted stock or RSUs will vest
based on the higher of actual performance goal attainment through
the date of the change of control or a pro-rated amount based on
the target performance and the time elapsed in the performance
period as of the date of the change of control, and (iv) the
adoption of a one-year minimum holding period requirement (or, if
later, until applicable stock ownership guidelines are met) for
all shares issued under the Stock Incentive Plan.
A detailed description of the Stock Incentive Plan is included in
the Companys Definitive Proxy Statement for the Annual Meeting.
The description of the Stock Incentive Plan in this report does
not purport to be complete and is qualified by reference to the
full text of the Stock Incentive Plan, a current copy of which is
filed as Exhibit 10.1 hereto and is incorporated herein by
reference.
Item5.07. Submission of Matters to a Vote of Security
Holders.
The Companys Annual Meeting was held on May 24, 2017 for the
purpose of: (1) electing three directors to serve for a term of
three years and until a successor is duly elected and qualified;
(2) ratifying the selection of ErnstYoungLLP as the Companys
independent registered public accounting firm for 2017; and (3)
approving the Plan Amendment described in Item 5.02 above; (4)
holding an advisory vote approving the Companys executive
compensation and (5) holding an advisory vote on the frequency of
future advisory votes on the Companys executive compensation.
The nominees for director were elected by the following votes:
| FOR | WITHHELD | |
| George B. Abercrombie | 53,625,081 | 672,861 |
| Stanley C. Erck | 51,575,699 | 2,722,243 |
| Jon P. Stonehouse | 53,684,962 | 612,980 |
In addition, there were 15,202,650 broker non-votes for each
director.
The proposed ratification of the selection of Ernst Young LLP as
the Companys independent registered public accounting firm for
2017 was approved by the following votes:
| FOR | 69,001,458 |
| AGAINST | 133,079 |
| ABSTAIN | 366,055 |
The Plan Amendment was approved by the following votes:
| FOR | 49,321,435 |
| AGAINST | 4,808,392 |
| ABSTAIN | 168,115 |
| BROKER NON-VOTES | 15,202,650 |
The proposed advisory resolution regarding executive compensation
was approved by the following votes:
| FOR | 41,562,720 |
| AGAINST | 752,342 |
| ABSTAIN | 11,982,880 |
| BROKER NON-VOTES | 15,202,650 |
The proposal relating to the advisory vote on the frequency of
future advisory votes on the Companys executive compensation was
voted on as follows:
| ONE YEAR | 49,744,230 |
| TWO YEARS | 242,122 |
| THREE YEARS | 4,017,951 |
| ABSTAIN | 293,639 |
| BROKER NON-VOTES | 15,202,650 |
In light of these voting results, the Company plans to hold
future advisory votes approving executive compensation annually
until the next required vote on the frequency of such advisory
votes, or until the Board of Directors of the Company otherwise
determines that a different frequency is in the best interests of
the Company and its stockholders.
There was no other business voted upon at the Annual Meeting.
Item 8.01. Other Events.
On May 30, 2017, the Company issued a press release announcing
the appointment of Robert A. Ingram as Chairman of its Board of
Directors. Following the Annual Meeting, Mr. Ingram will serve as
Chairman of the Board of Directors and George B. Abercrombie will
serve as a member of the Companys Board of Directors. A copy of
the press release is filed as Exhibit 99.1 hereto and is
incorporated herein by reference.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 |
BioCryst Pharmaceuticals, Inc. Stock Incentive Plan (as Amended and Restated April 3, 2017). |
|
| 99.1 |
Press release dated May 30, 2017 entitled Robert A. Ingram Named Chairman of BioCryst Pharmaceuticals, Inc. |
About BioCryst Pharmaceuticals, Inc. (NASDAQ:BCRX)
BioCryst Pharmaceuticals, Inc. (BioCryst) is a biotechnology company. The Company designs, optimizes and develops small molecule drugs that block enzymes involved in the pathogenesis of diseases. The Company focuses on the treatment of rare diseases. The Company uses X-ray crystallography, computer modeling of molecular structures and chemistry techniques to focus on the three-dimensional molecular structure and active site characteristics of the enzymes that control cellular biology. Its drug candidates include RAPIVAB, RAPIACTA, PERAMIFLU, Avoralstat, BCX7353, other second generation hereditary angioedema (HAE) compounds, BCX4430 and Forodesine. Its product RAPIVAB contains peramivir. Peramivir is an intravenous neuraminidase inhibitor approved in various countries for the treatment of patients with influenza, in the United States as RAPIVAB. RAPIVAB is used for the treatment of acute uncomplicated influenza. Its BCX4430 is a broad-spectrum antiviral (BSAV) research program. BioCryst Pharmaceuticals, Inc. (NASDAQ:BCRX) Recent Trading Information
BioCryst Pharmaceuticals, Inc. (NASDAQ:BCRX) closed its last trading session down -0.96 at 5.77 with 7,305,452 shares trading hands.