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EX-99.1 - EX-99.1 - SYNERGY PHARMACEUTICALS, INC.a13-2930_1ex99d1.htm

 

 

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): January 14, 2013

 

Synergy Pharmaceuticals Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

001-35268

 

33-0505269

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

420 Lexington Avenue, Suite 1609

New York, NY

 

10170

(Address of principal executive offices)

 

(Zip code)

 

(212) 297-0020

(Registrant’s telephone number including area code)

 

N/A

(Former name and 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 (see General Instruction A.2. below):

 

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 5.07 - Submission of Matters to a Vote of Security Holders

 

The 2012 Annual Meeting of Shareholders of Synergy Pharmaceuticals Inc. (the “Company”) was held on January 14, 2013.  At the Annual Meeting, the shareholders voted on the following seven (7) proposals and cast their votes as described below.

 

Proposal 1 — Approve and Adopt the Merger Agreement, as amended, with Callisto Pharmaceuticals, Inc.

 

The stockholders approved and adopted the agreement and plan of merger, dated July 20, 2012, as amended on October 15, 2012 (the “Merger Agreement”) by and between the Company and Callisto Pharmaceuticals, Inc. (“Callisto”), pursuant to which Callisto will merge with and into the Company, based on the votes listed below:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

47,824,341

 

49,669

 

3,951

 

8,258,018

 

 

Proposal 2 — Amendment to the Company’s 2008 Equity Incentive Compensation Plan

 

The stockholders approved and adopted an amendment to the Company’s 2008 Equity Compensation Incentive Plan (the “Plan”) to increase the number of shares of Company common stock reserved for issuance under the Plan from 7,500,000 to 15,000,000 based on the votes listed below:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

41,807,499

 

6,054,846

 

15,616

 

8,258,018

 

 

Proposal 3 — Amendment to the Company’s Amended and Restated Certificate of Incorporation

 

The stockholders approved and adopted an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000 based on the votes listed below:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

47,056,286

 

553,249

 

268,426

 

8,258,018

 

 

Proposal 4 — Election of Directors

 

The following seven (7) individuals were elected as directors, to serve until the 2013 Annual Meeting of Shareholders or their successors are elected and qualified with the following votes:

 

Name of Director

 

Votes For

 

Votes Against

 

Abstentions

 

Gary S. Jacob

 

47,790,424

 

0

 

87,537

 

Gabriele M. Cerrone

 

47,780,530

 

0

 

97,431

 

Melvin K. Spigelman

 

47,361,838

 

0

 

516,123

 

John P. Brancaccio

 

45,644,137

 

0

 

2,233,824

 

Thomas H. Adams

 

46,310,778

 

0

 

1,567,183

 

Christopher McGuigan

 

46,749,122

 

0

 

1,128,839

 

Alan F. Joslyn

 

47,790,430

 

0

 

89,537

 

 

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Proposal 5 — Ratification of the appointment of BDO USA, LLP

 

The stockholders ratified and approved the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 based on the votes listed below:

 

Votes For

 

Votes Against

 

Abstentions

 

55,8704,802

 

286,629

 

44,548

 

 

Proposal 6 — A non-binding, advisory vote to approve the executive compensation of the named executive officers.

 

Although this vote is non-binding on the Company or the Board of Directors, the stockholders approved the executive compensation of the named executive officers based on the votes listed below:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

41,583,507

 

6,216,870

 

77,584

 

8,258,018

 

 

Proposal 7 — A non-binding, advisory vote to determine the frequency of conducting future advisory votes on executive compensation.

 

Although this vote is non-binding on the Company or the Board of Directors, the stockholders approved a three (3) year frequency of conducting future advisory votes on executive compensation based on the votes listed below:

 

One Year

 

Two Years

 

Three Years

 

Abstentions

 

8,643,297

 

506,311

 

38,497,311

 

231,042

 

 

After considering the preferences expressed at the annual meeting, the Company’s Board of Directors may determine to hold future non-binding, advisory votes on executive compensation every three (3) years, so that the next such vote will be held at its 2015 Annual Meeting of Shareholders.  Under section 14A(a)(2) of the Securities Exchange Act of 1934, as amended, the Company will hold another vote on the frequency of shareholder votes on the compensation of executives no later than its 2018 Annual Meeting of Shareholders.

 

A copy of the press release announcing the results of the Annual Meeting is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

The following exhibits are furnished as part of this Current Report on Form 8-K:

 

(d)  Exhibits.

 

99.1

 

Press Release, dated January 15, 2013.

 

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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.

 

 

 

SYNERGY PHARMACEUTICALS INC.

 

 

 

 

 

 

Date: January 15, 2013

 

By:

/s/ Gary S. Jacob

 

 

 

Name: Gary S. Jacob, Ph.D.

 

 

 

Title: Chief Executive Officer

 

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