NEUROCRINE BIOSCIENCES, INC. (NASDAQ:NBIX) 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.
(e) As discussed below in Item 5.02, the Company held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders approved amending the Company’s 2011 Equity Incentive Plan, as amended (the “2011 Plan”), to, among other things, increase the number of shares of the Company’s common stock available for issuance under the 2011 Plan from 17,000,000 to 19,000,000. A summary of the material terms of the 2011 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April4, 2018 (the “Proxy Statement”). That summary is qualified in its entirety by reference to the text of the 2011 Plan, which is filed as Exhibit 99.1 hereto and incorporated herein by reference. As discussed below in Item 5.02, at the Annual Meeting the Company’s stockholders approved the Company’s 2018 Employee Stock Purchase Plan (the “ESPP”). A summary of the material terms of the ESPP is set forth in the Proxy Statement. That summary is qualified in its entirety by reference to the text of the ESPP, which is filed as Exhibit 99.2 hereto and incorporated herein by reference.
| Item 5.02 | Submission of Matters to a Vote of Security Holders. |
On May24, 2018, the Company held its Annual Meeting. As of the close of business on March29, 2018, the record date for the Annual Meeting, there were 89,882,062 shares of common stock entitled to vote, of which there were 81,418,826 shares present at the Annual Meeting in person or by proxy. At the Annual Meeting, stockholders voted on five matters: (i)the election of two ClassI Directors for a term of three years expiring at the 2021 Annual Meeting of Stockholders, (ii)an advisory vote on the compensation paid to the Company’s named executive officers, (iii)the approval of the 2011 Plan to, among other things, increase the number of shares of the Company’s common stock available for issuance thereunder from 17,000,000 to 19,000,000, (iv) the approval of the ESPP, and (v)the ratification of the appointment of Ernst& Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018. The voting results were as follows:
| • | Election of two ClassI Directors for a term of three years expiring at the 2021 Annual Meeting of Stockholders. |
|
William H. Rastetter, Ph.D. |
For | 74,310,546 | Withheld | 1,474,951 |
|
George J. Morrow |
For | 74,723,701 | Withheld | 1,061,796 |
The two nominees for ClassI Director were elected. The ClassII Directors, Corinne H. Nevinny, Richard F. Pops and Stephen A. Sherwin, M.D., continue in office until the 2019 Annual Meeting of Stockholders or until their earlier death, resignation or removal. The ClassIII Directors, Kevin C. Gorman, Ph.D., Gary A. Lyons, and Alfred W. Sandrock, Jr., M.D., Ph.D., continue in office until the 2020 Annual Meeting of Stockholders, or until their earlier death, resignation or removal.
| • | An advisory vote on the compensation paid to the Company’s named executive officers. |
|
Shares Voted: |
For | 74,427,569 | Against | 1,305,134 | Abstain | 52,794 |
|
Percent of Voted: |
For | 98.20% | Against | 1.72% | Abstain | 0.06% |
There were 5,633,329 broker non-votes for this proposal.
The compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, was approved on an advisory basis.
| • | Approval of the 2011 Plan, as amended. |
|
Shares Voted: |
For | 62,953,207 | Against | 12,777,177 | Abstain | 55,113 |
|
Percent of Voted: |
For | 83.06% | Against | 16.85% | Abstain | 0.07% |
There were 5,633,329 broker non-votes for this proposal.
The 2011 Plan, as amended, was approved.
|
Shares Voted: |
For | 75,205,818 | Against | 566,459 | Abstain | 13,220 |
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Percent of Voted: |
For | 99.23% | Against | 0.74% | Abstain | 0.01% |
There were 5,633,329 broker non-votes for this proposal.
The ESPP was approved.
| • | Ratification of the appointment of Ernst& Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018. |
|
Shares Voted: |
For | 80,049,467 | Against | 977,241 | Abstain | 392,118 |
|
Percent of Voted: |
For | 98.31% | Against | 1.20% | Abstain | 0.48% |
The appointment of Ernst& Young LLP was ratified.
| Item 5.02 | Financial Statements and Exhibits. |
(d) Exhibits.
NEUROCRINE BIOSCIENCES INC ExhibitEX-99.1 2 d592659dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 NEUROCRINE BIOSCIENCES,…To view the full exhibit click here
About NEUROCRINE BIOSCIENCES, INC. (NASDAQ:NBIX)
Neurocrine Biosciences, Inc. is engaged in the development of pharmaceutical products focused on neurological and endocrine-based diseases and disorders. The Company’s two lead late-stage clinical programs are Elagolix, a gonadotropin-releasing hormone (GnRH) antagonist for women’s health that is partnered with AbbVie Inc. (AbbVie), and NBI-98854 (valbenazine), a vesicular monoamine transporter 2 (VMAT2) inhibitor for the treatment of movement disorders. The Company focuses on developing NBI-640756 against Essential tremor. Its research and development focuses on addressing diseases and disorders of the central nervous and endocrine systems, which include therapeutic categories ranging from hypothalamic-pituitary-adrenal (HPA) disorders to stress-related disorders and neurological/neuropsychiatric diseases. Its Corticotropin-Releasing Factor (CRF) is a hypothalamic hormone released directly into the hypophyseal portal vasculature.