VIVUS,INC. (NASDAQ:VVUS) Files An 8-K Shareholder Director Nominations

VIVUS,INC. (NASDAQ:VVUS) Files An 8-K Shareholder Director Nominations
Item 5.08. Shareholder Director Nominations

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To the extent applicable, the information in Item 8.01 of this Form8-K is incorporated by reference into this Item 5.08.

Item 8.01. Other Events

VIVUS,Inc., or the Company, will hold its 2019 Annual Meeting of Stockholders, or the 2019 Annual Meeting, on June5, 2019. Because the 2019 Annual Meeting will be held more than 30 days from the anniversary date of the 2018 Annual Meeting of Stockholders, the deadline for proposals, director nominations and other related matters for consideration at the 2019 Annual Meeting set forth in the Company’s 2018 Proxy Statement no longer applies.

Accordingly, to Rule14a-8 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, stockholders may present proper proposals for inclusion in the 2019 Proxy Statement and for consideration at the 2019 Annual Meeting. To be eligible for inclusion in the 2019 Proxy Statement, a proposal must be received by the Company no later than February18, 2019, which the Company has determined to be a reasonable time before it begins to print and mail its proxy materials, and must otherwise comply with Rule14a-8. While the Company’s Board of Directors will consider stockholder proposals, they reserve the right to omit from the 2019 Proxy Statement stockholder proposals that the Company is not required to include under the Exchange Act, including Rule14a-8. In addition, under the Company’s Amended and Restated Bylaws, as further amended, in order to nominate a director or bring any other business before the stockholders at the 2019 Annual Meeting that will not be included in the 2019 Proxy Statement, the proposal must be received by the Company’s Corporate Secretary on or between February5, 2019 and March7, 2019. All stockholder proposals, director nominations and other related matters must comply, as applicable, with Delaware law, the rulesand regulations under the Exchange Act and the Company’s Amended and Restated Bylaws, as further amended. All stockholder proposals, director nominations and other related matters should be addressed to: Corporate Secretary, VIVUS,Inc., 900 E. Hamilton Avenue, Suite550, Campbell, CA 95008.

On February4, 2019, the Company issued a press release titled “VIVUS Announces Date of 2019 Annual Meeting.” A copy of the press release is attached hereto as Exhibit99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

VIVUS INC Exhibit
EX-99.1 2 a19-3902_1ex99d1.htm EX-99.1 Exhibit 99.1   VIVUS Announces Date of 2019 Annual Meeting   CAMPBELL,…
To view the full exhibit click here

About VIVUS,INC. (NASDAQ:VVUS)

VIVUS, Inc. is a biopharmaceutical company. The Company operates in the development and commercialization of therapeutic products segment. It provides over two therapies approved by the Food and Drug Association (FDA), which include Qsymia (phentermine and topiramate extended-release) for chronic weight management and STENDRA (avanafil) for erectile dysfunction (ED). The Company has completed the Phase II studies of Qsymia for the indication of Obstructive Sleep Apnea (OSA) and diabetes. Its Qsymia is available in over 40,000 certified retail pharmacies across the country. Its STENDRA is also approved by the European Commission (EC), under the name, SPEDRA, for the treatment of ED in the Europe. The United States Food and Drug Association approved a Supplemental New Drug Application (sNDA) for STENDRA. STENDRA is indicated to be taken approximately 15 minutes before sexual activity.

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