Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - AMICUS THERAPEUTICS, INC. | c02571exv10w1.htm |
| EX-10.2 - EXHIBIT 10.2 - AMICUS THERAPEUTICS, INC. | c02571exv10w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 15, 2010
AMICUS THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33497 | 71-0869350 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
6 Cedar Brook Drive, Cranbury, NJ |
08512 |
|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (609) 662-2000
(Former name or former address, if changed since last report.)
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On June 15, 2010, the stockholders of Amicus Therapeutics, Inc. (the “Company”)
approved the Amended and Restated 2007 Equity Incentive Plan (the “Equity Incentive Plan”) and
Amended and Restated 2007 Director Option Plan (the “Director Plan”) at the Company’s 2010
Annual Meeting of Stockholders. The amendments to the Equity Incentive Plan make an additional
2,000,000 shares of the Company’s common stock available for issuance and remove a provision
that permitted the Company to effect a repricing of outstanding options without stockholder
approval.
The amendments to the Director Plan permit option grants to be made to directors outside of
the Company’s historical annual grant of 10,000 options to non-employee directors, including
initial stock option grants to new non-employee directors. In addition, the Director Plan now
provides that shares available for issuance under the plan shall not exceed the sum of 260,798
shares plus an increase of 100,000 shares each year. Like the Equity Incentive Plan, the
amendments to the Director Plan remove a provision that permitted the Company to effect a
repricing of outstanding options without stockholder approval. Both the Equity Incentive Plan
and Director Plan further include a commitment that the Company will not seek to effect a
repricing of outstanding options without stockholder approval.
The foregoing descriptions of the Equity Incentive Plan and Director Plan are not complete
and are qualified in their entirety by reference to the Equity Incentive Plan and Director Plan
filed as Exhibits 10.1 and 10.2, respectively hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 15, 2010, the Company held its 2010 Annual Meeting of Stockholders (the “Meeting”).
At the Meeting, the Company’s stockholders elected John F. Crowley, Margaret G. McGlynn, R.Ph.,
Michael G. Raab and Glenn P. Sblendorio as Class III directors each to serve a three-year term
expiring at the 2013 Annual Meeting of Stockholders or until their respective successors have
been elected, and James Barrett, Ph.D. as a Class I director to serve a one-year term expiring
at the 2011 Annual Meeting of Stockholders or until his respective successor has been elected.
In addition, the stockholders approved the Equity Incentive Plan and the Director Plan, and
ratified the appointment of Ernst & Young LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2010. The final voting results on these
matters were as follows:
| 1. | Election of Directors |
| Nominee | Votes For | Votes Withheld | ||||||
John F. Crowley |
18,065,016 | 269,806 | ||||||
James Barrett, Ph.D. |
18,079,808 | 255,014 | ||||||
Margaret G. McGlynn, R.Ph. |
18,080,383 | 254,439 | ||||||
Michael G. Raab |
18,017,790 | 317,032 | ||||||
Glenn P. Sblendorio |
18,080,008 | 254,814 | ||||||
| 2. | Approval of Amended and Restated 2007 Equity Incentive Plan |
| Votes For | Votes Against | Votes Abstain | Broker Non-Votes | |||||||||||
| 16,795,863 | 1,537,959 | 1,000 | 4,774,087 | |||||||||||
| 3. | Approval of Amended and Restated 2007 Director Option Plan |
| Votes For | Votes Against | Votes Abstain | Broker Non-Votes | |||||||||||
| 17,648,741 | 685,081 | 1,000 | 4,774,087 | |||||||||||
| 4. | Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2010 |
| Votes For | Votes Against | Votes Abstain | ||||||||
| 23,090,648 | 13,985 | 4,276 | ||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: The Exhibit Index annexed hereto is incorporated herein by reference.
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.
| AMICUS THERAPEUTICS, INC. |
||||
| Date: June 18, 2010 | By: | /s/ GEOFFREY P. GILMORE | ||
| Name: | Geoffrey P. Gilmore | |||
| Title: | Senior Vice President and General Counsel | |||
EXHIBIT INDEX
| Exhibit No. | Description | |||
| 10.1 | Amended and Restated 2007 Equity Incentive Plan |
|||
| 10.2 | Amended and Restated 2007 Director Option Plan |
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