Intercept Pharmaceuticals, Inc. (NASDAQ:ICPT) Files An 8-K Entry into a Material Definitive Agreement

Intercept Pharmaceuticals, Inc. (NASDAQ:ICPT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

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On June 21, 2018, the Company entered into a Third Amendment (the “San Diego Lease Amendment”) to the Company’s lease (the “San Diego Lease”) with Irvine Eastgate Office II LLC relating to space leased by the Company in San Diego, California. Subject to the satisfaction of certain conditions, the San Diego Lease Amendment adjusts the amount of space leased by the Company to the San Diego Lease.

The foregoing are only summary descriptions of the terms of the Hudson Yards Lease Amendment and the San Diego Lease Amendment, do not purport to be complete and are qualified in their entirety by reference to the Hudson Yards Lease Amendment and the San Diego Lease Amendment, which will be filed as exhibits to the Company’s Quarterly Report on Form10-Q for the quarterly period ending June30, 2018.

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

The Company’s 2018 Annual Meeting of Stockholders (the “Annual Meeting”) was held on June20, 2018.

At the Annual Meeting, the Company’s stockholders:

1. Elected, by separate resolutions, each of the ten nominees nominated to serve on the Board of Directors until the 2019 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.
2. Approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April27, 2018 (the “Proxy Statement”).
3. Ratified the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2018.

The final voting results on each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:

Proposal For Withheld Broker Non-Votes
1. The election, by separate resolutions, of each of the following ten nominees to serve on the Board of Directors until the 2019 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:
a) Paolo Fundarò (Proposal No. 1A) 21,147,457 47,005 4,842,057
b) Mark Pruzanski, M.D. (Proposal No. 1B) 21,159,966 34,496 4,842,057
c) Srinivas Akkaraju, M.D., Ph.D. (Proposal No. 1C) 21,131,646 62,816 4,842,057
d) Luca Benatti, Ph.D. (Proposal No. 1D) 21,107,774 86,688 4,842,057
e) Daniel Bradbury (Proposal No. 1E) 21,099,082 95,380 4,842,057
f) Keith Gottesdiener, M.D. (Proposal No. 1F) 21,151,013 43,449 4,842,057
g) Nancy Miller-Rich (Proposal No. 1G) 21,185,041 9,421 4,842,057
h) Gino Santini (Proposal No. 1H) 19,103,903 2,090,559 4,842,057
i) Glenn Sblendorio (Proposal No. 1I) 20,754,193 440,269 4,842,057
j) Daniel Welch (Proposal No. 1J) 21,087,373 107,089 4,842,057
Proposal For Against Abstain Broker Non-Votes
2. The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement 15,159,450 6,012,545 22,467 4,842,057
3. The ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2018 25,831,226 176,262 29,031


About Intercept Pharmaceuticals, Inc. (NASDAQ:ICPT)

Intercept Pharmaceuticals, Inc. is a biopharmaceutical company. The Company is focused on the development and commercialization of therapeutics to treat non-viral, progressive liver diseases. The Company’s product candidates have the potential to treat orphan and more prevalent diseases for which there are limited therapeutic solutions. The Company’s product candidate, obeticholic acid (OCA), is a bile acid analog, a chemical substance that has a structure based on a naturally occurring human bile acid that selectively binds to and activates the farnesoid X receptor (FXR). The Company is developing OCA for the treatment of liver diseases, such as primary biliary cirrhosis (PBC), non-alcoholic steatoheptitis (NASH), primary sclerosing cholangitis (PCS) and biliary atresia. The Company is also developing other products INT-767 for the treatment of fibrosis and INT-777 for the treatment of type 2 diabetes.

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