JUNIPER PHARMACEUTICALS,INC. (NASDAQ:JNP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.
Item 5.02Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Stockholders was held on June30, 2017 (“Annual Meeting”). A total of 9,647,662 shares of the Company’s common stock and common stock into which the Series B preferred stock is convertible were present or represented by proxy at the Annual Meeting. At the Annual Meeting, the stockholders voted on the following four proposals and cast their votes as described below.
Proposal 1.The number of shares voted and broker non-votes for the directors nominated for re-election to the Board are set forth below.
| FOR | AGAINST | ABSTAIN | BROKERNON- VOTES | |
|
Dr. Frank M. Armstrong |
3,245,151 | 4,071,508 | 13,400 | 2,317,603 |
|
Dr. Cristina Csimma |
3,988,387 | 3,112,130 | 229,542 | 2,317,603 |
|
James A. Geraghty |
3,986,434 | 3,105,938 | 237,687 | 2,317,603 |
|
Dr. Mary Ann Gray |
4,447,231 | 2,645,845 | 236,983 | 2,317,603 |
|
Ann Merrifield |
3,839,122 | 3,260,145 | 230,792 | 2,317,603 |
|
Dr. Nikin Patel |
6,675,081 | 640,836 | 14,142 | 2,317,603 |
|
Alicia Secor |
4,828,328 | 2,487,856 | 13,875 | 2,317,603 |
Accordingly, each of individuals listed above, with the exception of Dr.FrankM. Armstrong, were elected to the Company’s Board of Directors, each to hold office until the Company’s next annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal.
Because less than a majority of votes cast were voted in favor of Dr.Armstrong’s re-election, Dr.Armstrong has delivered a notice of resignation to the Board of Directors, in accordance with the Amended and Restated By-Laws of the Company.In accordance with the Amended and Restated By-Laws of the Company, the Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee, will determine whether to accept or reject Dr.Armstrong’s resignation, and publicly announce this decision, within ninety (90)days of the date of the certification of the election results.Unless and until the date of any such acceptance, Dr.Armstrong will continue to serve as a director of the Company.
Proposal 2.The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December31, 2017.
|
FOR |
AGAINST |
ABSTAIN |
|
8,732,735 |
866,159 | 48,768 |
Proposal 3.The Company’s stockholders approved the non-binding, advisory resolution on the executive compensation of the Company’s named executive officers.
|
FOR |
AGAINST |
ABSTAIN |
BROKERNON- VOTES |
|
4,448,328 |
2,836,275 | 45,456 | 2,317,603 |
Proposal 4.The Company’s stockholders voted, on a non-binding advisory basis, for an “every year” frequency of future advisory votes on the executive compensation of the Company’s named executive officers.
|
EVERY YEAR |
EVERY 2 YEARS |
EVERY 3 YEARS |
ABSTAIN |
BROKERNON- VOTES |
|
4,680,596 |
94,342 | 2,140,329 | 414,792 | 2,317,603 |
In light of the results of the non-binding advisory vote on the frequency of future advisory votes on the executive compensation of the Company’s named executive officers, the Company’s Board of Directors has fixed the frequency of such vote at every one year.
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About JUNIPER PHARMACEUTICALS,INC. (NASDAQ:JNP)
Juniper Pharmaceuticals, Inc., formerly Columbia Laboratories, Inc., is a women’s health therapeutic company focused on developing intra-vaginal therapeutics that addresses the medical needs in women’s health. The Company operates through two segments: product and service. The product segment includes supply chain management for CRINONE. The product segment also includes the royalty stream the Company receives from Allergan for CRINONE sales in the United States, as well as the development of new product candidates. The service segment includes pharmaceutical development, clinical trial manufacturing and advanced analytical and consulting services for the its customers, as well as characterizing and developing pharmaceutical product candidates for its internal programs, and managing the preclinical and clinical manufacturing of COL-1077 and its intra-vaginal ring (IVR). Its product and product development programs include CRINONE 8%, COL-1077, JNP-0101, JNP-0101 and JNP-0301.