RETROPHIN, INC. (NASDAQ:RTRX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
-
0

RETROPHIN, INC. (NASDAQ:RTRX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTIAN OFFICERS.

As discussed below in Item 5.07, Retrophin, Inc. (the Company)
held its 2017 Annual Meeting of Stockholders (the Annual Meeting)
at which the Companys stockholders approved:
>The Companys 2015 Equity Incentive Plan, as amended
(the 2015 Plan), to, among other items, increase the number
of shares of common stock reserved for issuance thereunder
by 1,800,000.
>The Companys 2017 Employee Stock Purchase Plan (the
2017 ESPP).
Summaries of the material terms of the 2015 Plan and the 2017
ESPP are set forth in the Companys definitive proxy statement for
the Annual Meeting filed with the Securities and Exchange
Commission on April 14, 2017. Those summaries are qualified in
their entirety by reference to the text of the 2015 Plan and the
2017 ESPP, which are filed as Exhibit 99.1 and 99.2,
respectively, hereto and incorporated herein by reference.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 17, 2017, the Company held the Annual Meeting. As of March
20, 2017, the record date for the Annual Meeting, 38,150,173
shares of common stock were outstanding and entitled to vote at
the Annual Meeting. At the Annual Meeting, 35,051,790 shares of
common stock were present in person or represented by proxy for
the five proposals summarized below.
Proposal 1: Election of Directors
The Companys stockholders elected the eight persons listed below
to serve until the Companys 2018 Annual Meeting of Stockholders.
The final voting results are as follows:
Votes For
Votes Withheld
Broker Non-Votes
Stephen Aselage
33,293,163
39,921
1,718,706
Roy Baynes
33,293,766
39,318
1,718,706
Tim Coughlin
33,218,496
114,588
1,718,706
John Kozarich, Ph.D.
32,177,927
1,155,157
1,718,706
Gary Lyons
31,164,569
2,168,515
1,718,706
Jeffrey Meckler
33,293,163
39,921
1,718,706
John A. Orwin
33,290,656
42,428
1,718,706
Ron Squarer
33,293,766
39,318
1,718,706
Proposal 2: Approval of the Companys 2015 Equity Incentive Plan,
as amended
The Companys stockholders approved the 2015 Plan, as amended, to,
among other items, increase the number of shares of common stock
reserved for issuance thereunder by 1,800,000. The final voting
results are as follows:
Votes For
22,828,160
Votes Against
10,502,396
Abstentions
2,527
Broker Non-Votes
1,718,707
Proposal 3: Approval of the Retrophin, Inc. 2017 Employee Stock
Purchase Plan
The Companys stockholders approved Retrophin, Inc. 2017 ESPP. The
final voting results are as follows:
Votes For
30,593,061
Votes Against
2,739,723
Abstentions
Broker Non-Votes
1,718,706
Proposal 4: Approval, on an advisory basis, of the compensation
of the Companys named executive officers
The Companys stockholders approved, on an advisory basis, the
compensation of the Companys named executive officers. The final
voting results are as follows:
Votes For
33,290,283
Votes Against
41,789
Abstentions
1,012
Broker Non-Votes
1,718,706
Proposal 5: Ratification of the Selection of Independent
Registered Public Accounting Firm
The Companys stockholders ratified the selection by the Audit
Committee of BDO USA LLP as the Companys independent registered
public accounting firm for the fiscal year ending December 31,
2017. The final voting results are as follows:
Votes For
35,016,404
Votes Against
35,311
Abstentions
Broker Non-Votes
ITEM 8.01 OTHER EVENTS
Effective May 17, 2017, the Companys Board of Directors approved
the following committee structure for the committees of the
Board.
Name
Current Position(s)
Independent
Committee
Audit
Compensation
Nominating /
Corporate
Governance
Science Technology
Stephen Aselage
President, Chief Executive Officer
and Director
Roy Baynes
Director
X
X
Chairman
Timothy Coughlin
Director
X
Chairman
X
John Kozarich
Director
X
X
X
Gary Lyons*
Director
X
X
Jeffrey Meckler
Director
X
X
Chairman
John A. Orwin
Director
X
Chairman
Ron Squarer
Director
X
X
* Chairman of the Board.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99.1
Retrophin, Inc. 2015 Equity Incentive Plan, as amended.
99.2
Retrophin, Inc. 2017 Employee Stock Purchase Plan


About RETROPHIN, INC. (NASDAQ:RTRX)

Retrophin, Inc. is a biopharmaceutical company focused on the development, acquisition and commercialization of therapies for the treatment of serious, catastrophic or rare diseases. It sells three products, including Chenodal (chenodeoxycholic acid), Cholbam (cholic acid) and Thiola (tiopronin). Its Chenodal is approved in the United States for the treatment of patients suffering from gallstones in whom surgery poses an unacceptable health risk due to disease or advanced age. Chenodal has also been care for cerebrotendinous xanthomatosis (CTX) patients. Its Cholbam is approved in the United States for the treatment of bile acid synthesis disorders due to single enzyme defects and is further indicated for adjunctive treatment of patients with peroxisomal disorders. Its Thiola is approved in the United States for the prevention of cystine (kidney) stone formation in patients with severe homozygous cystinuria. Its product candidates include Sparsentan, RE-024, RE-034 and NGLY1.

RETROPHIN, INC. (NASDAQ:RTRX) Recent Trading Information

RETROPHIN, INC. (NASDAQ:RTRX) closed its last trading session up +0.19 at 17.63 with 196,015 shares trading hands.