UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): June 20, 2019

 

 

 

Intercept Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware

(State or Other Jurisdiction

of Incorporation)

001-35668

(Commission

File Number)

22-3868459

(IRS Employer

Identification No.)

 

10 Hudson Yards, 37th Floor

New York, NY 10001

(Address of Principal Executive Offices and Zip Code)

 

Registrant’s telephone number, including area code: (646) 747-1000

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share ICPT Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

  
 

 

 

 

Item 5.07.Submission of Matters to a Vote of Security Holders.

 

Intercept Pharmaceuticals, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) on June 20, 2019.

 

At the Annual Meeting, the Company’s stockholders:

 

1.Elected, by separate resolutions, each of the ten nominees nominated to serve on the Board of Directors until the 2020 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.

  

2.Approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2019 (the “Proxy Statement”).

 

3.Ratified the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2019.

 

The final voting results on each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:

 

Proposal

 

For

 

Withheld

 

Broker
Non-Votes

1. The election, by separate resolutions, of each of the following ten nominees to serve on the Board of Directors until the 2020 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:         
a) Paolo Fundarò (Proposal No. 1A)  19,323,365  1,112,306  4,656,113
b) Mark Pruzanski, M.D. (Proposal No. 1B)  19,348,881  1,086,790  4,656,113
c) Srinivas Akkaraju, M.D., Ph.D. (Proposal No. 1C)  18,522,612  1,913,059  4,656,113
d) Luca Benatti, Ph.D. (Proposal No. 1D)  20,282,199  153,472  4,656,113
e) Daniel Bradbury (Proposal No. 1E)  17,422,266  3,013,405  4,656,113
f) Keith Gottesdiener, M.D. (Proposal No. 1F)  20,340,638  95,033  4,656,113
g) Nancy Miller-Rich (Proposal No. 1G)  20,342,860  92,811  4,656,113
h) Gino Santini (Proposal No. 1H)  15,479,587  4,956,084  4,656,113
i) Glenn Sblendorio (Proposal No. 1I)  16,269,597  4,166,074  4,656,113
j) Daniel Welch (Proposal No. 1J)  20,250,038  185,633  4,656,113

 

Proposal

 

For

 

Against 

 

Abstain

 

Broker
Non-Votes

2. The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement  20,048,861  364,116  22,694  4,656,113
3. The ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2019  24,881,456  172,724  37,604 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  INTERCEPT PHARMACEUTICALS, INC.  
         
         
  By: /s/ Sandip Kapadia  
    Name: Sandip Kapadia  
    Title: Chief Financial Officer and Treasurer  
         
Date: June 25, 2019