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 OfficersItem 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On May9, 2018, the Company held the Annual Meeting. As of March19, 2018, the record date for the Annual Meeting, 39,858,575 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 36,516,762 shares of common stock were present in person or represented by proxy for the four proposals summarized below.
Proposal 1: Election of Directors
The Company’s stockholders elected the eight persons listed below to serve until the Company’s 2019 Annual Meeting of Stockholders. The final voting results are as follows:
| Votes For | VotesWithheld | BrokerNon-Votes | |
|
Stephen Aselage |
33,945,152 | 83,952 | 2,487,658 |
|
Roy Baynes, M.D., Ph.D. |
33,808,776 | 220,328 | 2,487,658 |
|
Timothy Coughlin |
32,040,569 | 1,988,535 | 2,487,658 |
|
John Kozarich, Ph.D. |
33,803,122 | 225,982 | 2,487,658 |
|
Gary Lyons |
23,288,179 | 10,740,925 | 2,487,658 |
|
Jeffrey Meckler |
32,046,092 | 1,983,012 | 2,487,658 |
|
John A. Orwin |
32,103,795 | 1,925,309 | 2,487,658 |
|
Ron Squarer |
33,927,611 | 101,493 | 2,487,658 |
Proposal 2: Approval of the Company’s 2018 Equity Incentive Plan
The Company’s stockholders approved the 2018 Plan. The final voting results are as follows:
|
Votes For |
28,040,768 |
|
Votes Against |
5,984,106 |
|
Abstentions |
4,230 |
|
Broker Non-Votes |
2,487,658 |
Proposal 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The final voting results are as follows:
|
Votes For |
33,796,364 |
|
Votes Against |
226,052 |
|
Abstentions |
6,688 |
|
Broker Non-Votes |
2,487,658 |
Proposal 4: Ratification of the Selection of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the selection by the Audit Committee of BDO USA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018. The final voting results are as follows:
|
Votes For |
36,324,064 |
|
Votes Against |
163,624 |
|
Abstentions |
29,074 |
|
Broker Non-Votes |
— |
| Item 5.02 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
Retrophin, Inc. ExhibitEX-99.1 2 d574511dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Retrophin,…To view the full exhibit click here
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.
