Sucampo Pharmaceuticals, Inc. (NASDAQ:SCMP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Contract
On June 6, 2017, Mr. Matthias Alder and Sucampo Pharmaceuticals,
Inc. (the Company), entered into a Separation Agreement and
General Release, most of the terms of which were previously
negotiated to his Employment Agreement. Under the separation
agreement, Mr. Alder will receive a lump sum separation payment
equal to twelve months base salary and a pro-rated bonus equal to
one-half his annual target bonus, and the payment of health
insurance premiums for a period of up to twelve months in
exchange for a general release from all claims against the
Company, and certain cooperation, non-solicitation,
confidentiality, and non-disparagement provisions in favor of the
Company. In addition, effective upon his separation, all of Mr.
Alders previously awarded stock awards, covering a total of
284,875 stock options and 33,000 restricted stock units of the
Companys class A common stock, will vest and become immediately
exercisable.
The foregoing description of the separation agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the separation agreement, which
will be filed as an exhibit to the Company’s Quarterly Report on
Form 10-Q for the fiscal period ending June 30, 2017.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On May 31, 2017, the Companys General Counsel and Corporate
Secretary notified the Companys Board of Directors of his intent
to resign from that position effective June 30, 2017. Mr. Alder
has indicated that he has no disagreements with management.
On June 1, 2017, in connection with Mr. Alders resignation, the
Companys Board of Directors appointed Mr. Alex Driggs as Acting
General Counsel and Corporate Secretary, effective immediately.
Mr. Driggs joined the Company in May 2015 and has served most
recently as the Companys Vice President, Legal Affairs and Deputy
General Counsel.
Item 5.07. Submission of Matters to a Vote of Security
Holders
On June 1, 2017, the Company held its Annual Meeting of
Stockholders (Annual Meeting) at the Sheraton Rockville Hotel,
920 King Farm Boulevard, Rockville, Maryland 20850. The
stockholders considered four proposals, each of which is
described in more detail in the Companys definitive proxy
statement filed with the Securities and Exchange Commission on
April 21, 2017.
A total of 40,022,729 shares of class A common stock, par value
$0.01, or approximately 92.10% of the 43,454,617 shares entitled
to vote, were present in person or by proxies. As a result, a
quorum was present at the Annual Meeting. The final voting
results for each of the proposals submitted to a vote of Company
stockholders at the Annual Meeting are set forth below. to the
Companys bylaws, approval of any matter other than the election
of directors at the stockholder meeting requires a majority of
shares present or represented and voting affirmatively or
negatively. Accordingly, shares abstaining and broker non-votes
are not considered when determining whether a proposal is
approved.
Proposal 1. Election of Directors
The Board nominated our incumbent Chairman, Peter Greenleaf, for
election as a Class 2 director of the Company, with a term ending
upon the 2020 annual meeting of stockholders and until his
successor is elected and qualified. The votes cast for, against,
withheld, or broker non-vote with respect to Proposal 1 were as
follows:
| Nominee | For | Against | Withheld | Broker Non-Vote |
| Peter Greenleaf | 34,542,108 | 339,047 | 5,141,574 |
Proposal 2. Ratification of Independent Auditors
The Board recommended for approval the ratification of the
appointment of Ernst Young LLP as the independent auditors of the
Company for the fiscal year ending December 31, 2017. The votes
cast for and against and abstentions with respect to Proposal 2
were as follows:
| For | Against | Abstain | Broker Non-Vote |
| 39,813,672 | 150,079 | 58,978 |
Proposal 3. Executive Compensation
The Board recommended for approval, on an advisory basis, the
compensation of the Companys named executive officers. The votes
cast for and against, abstentions and broker non-votes with
respect to Proposal 3 were as follows:
| For | Against | Abstain | Broker Non-Vote |
| 20,544,261 | 13,723,199 | 613,695 | 5,141,574 |
Proposal 4. Frequency of Solicitation of Advisory Vote on
Executive Compensation
The Board recommended a frequency of every one year for the
solicitation of advisory votes on the compensation of the
Companys named executive officers. The votes cast for each of the
available frequenciesone year, two years, or three yearsand
abstentions with respect to Proposal 4 were as follows:
| 1 Year | 2 Years | 3 Years | Abstain |
| 33,218,801 | 28,908 | 1,605,796 | 27,650 |
About Sucampo Pharmaceuticals, Inc. (NASDAQ:SCMP)
Sucampo Pharmaceuticals, Inc. is a biopharmaceutical company. The Company focuses on research and development of drugs to treat gastrointestinal, ophthalmic and oncology-based inflammatory disorders. It operates through development and commercialization of pharmaceutical products segment. Its operations are conducted through Sucampo AG, based in Zug, Switzerland, through which the Company conducts certain worldwide and European operations; Sucampo Pharma, LLC, based in Tokyo and Osaka, Japan and R-Tech Ueno, Ltd., based in Kobe, Japan, through which the Company conducts its Asian operations; Sucampo Pharma Americas LLC, based in Rockville, Maryland, through which the Company conducts operations in North and South America, and Sucampo Pharma Europe, Ltd., based in Oxford, the United Kingdom. It offers AMITIZA for the treatment of constipation and RESCULA for the lowering of intraocular pressure (IOP). Its products under development include cobiprostone, RTU-1096 and RTU-009.