LA JOLLA PHARMACEUTICAL COMPANY (NASDAQ:LJPC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersITEM 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On September 1, 2017, La Jolla Pharmaceutical Company (the “Company”) held its 2017 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved and adopted an amendment to the Company’s 2013 Equity Incentive Plan (the “Plan”) to increase the number of shares of common stock authorized for issuance thereunder. The amendment to the Plan was previously approved by the Company’s Board of Directors.
A copy of the Plan was included as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 31, 2017 (the “Proxy Statement”) in connection with the solicitation of proxies for the Annual Meeting. The terms of the Plan are hereby incorporated by reference herein.
ITEM 5.07SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Annual Meeting, the Company’s shareholders voted on the following proposals: (i) election of five directors to serve until the Company’s 2018 Annual Meeting of Shareholders; (ii) ratification of Squar Milner LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017; and (iii) approval of an amendment to the Company’s 2013 Equity Incentive Plan to increase the number of shares authorized for issuance thereunder.
The number of issued and outstanding shares of common stock at the close of business on July 17, 2017, the record date for eligibility to vote at the Annual Meeting, was 22,123,456. The number of shares of common stock present in person or represented by valid proxy at the Annual Meeting was 18,864,378. All matters submitted to a vote of the Company’s shareholders at the Annual Meeting were approved, and all director nominees were elected.
The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to each matter voted upon at the Annual Meeting are set forth below:
(i) Election of Five Directors.
|
Director Nominee |
Votes For |
Votes Withheld |
|
George F. Tidmarsh, M.D., Ph.D. |
17,126,039 |
90,799 |
|
Kevin C. Tang |
16,672,890 |
543,948 |
|
Laura L. Douglass |
12,475,863 |
4,740,975 |
|
Craig A. Johnson |
12,469,980 |
4,746,858 |
|
Robert H. Rosen |
16,844,550 |
372,288 |
There were 1,647,540 broker non-votes regarding the election of directors.
(ii) Ratification of Squar Milner LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017.
Shareholders of the Company ratified the appointment of Squar Milner LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017.
The results of the voting on this proposal were: 18,853,538 votes for, 1,682 votes against and 9,158 votes abstained. There were no broker non-votes regarding this proposal.
(iii) Approval of an amendment to the Company’s 2013 Equity Incentive Plan to increase the number of shares authorized for issuance thereunder.
Shareholders of the Company approved an amendment to the Company’s 2013 Equity Incentive Plan to increase the number of shares that are available for issuance.
The results of the voting on this proposal were: 11,622,201 votes for, 5,587,651 votes against and 6,986 votes abstained. There were 1,647,540 broker non-votes regarding this proposal.
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About LA JOLLA PHARMACEUTICAL COMPANY (NASDAQ:LJPC)
La Jolla Pharmaceutical Company is a biopharmaceutical company. The Company is focused on the discovery, development and commercialization of therapies to improve outcomes in patients suffering from life-threatening diseases. It is engaged in the research, development and commercialization of its technologies and drug candidates for pharmaceutical products. Its product candidates in development include LJPC-501, LJPC-401, LJPC-30Sa and LJPC-30Sb. The Company is developing LJPC-501 for the treatment of catecholamine-resistant hypotension (CRH). The Company is developing LJPC-401 for the treatment of iron overload, which occurs as a result of diseases, such as hereditary hemochromatosis, beta thalassemia, sickle cell disease and myelodysplastic syndrome. It is developing LJPC-30Sa and LJPC-30Sb not only for the treatment of serious bacterial infections but also for the potential treatment of rare genetic disorders, such as cystic fibrosis and Duchenne muscular dystrophy.