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 14, 2013 (June 13, 2013)
SAVIENT PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-15313 | 13-3033811 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 400 Crossing Boulevard Bridgewater, NJ |
08807 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (732) 418-9300
Not applicable
(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:
| ¨ | 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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
The 2013 Annual Meeting of Stockholders of Savient Pharmaceuticals, Inc. (the “Company”) was held on June 13, 2013 (the “Annual Meeting”). There were 73,615,573 shares of common stock eligible to vote and 57,369,072 shares present in person or by proxy at the Annual Meeting. At the Annual Meeting, stockholders voted on the following proposals:
1. the election of directors to the Company’s Board of Directors (“Proposal 1”);
2. an advisory vote to approve executive compensation as disclosed in the proxy statement (“Proposal 2”);
3. the approval of an amendment to the Company’s 2011 Incentive Plan to increase the number of shares available for issuance under the plan (“Proposal 3”); and
4. the ratification of the appointment of KPMG LLP as the Company’s independent public accounting firm for the 2013 fiscal year (“Proposal 4”).
The number of votes cast for or against or withheld from each proposal, along with the number of abstentions and broker non-votes with respect to each proposal, as applicable, is set forth below. Based on the final vote of stockholders, all of the Company’s director nominees were elected, Proposals 2 and 3 were not approved and Proposal 4 was approved. The Company’s independent inspector of election reported the final vote of the stockholders as follows:
Election of Directors
| Director | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Ginger Constantine, MD |
14,082,108 | 6,183,594 | 37,103,370 | |||||||||
| Louis Ferrari |
13,999,253 | 6,266,449 | 37,103,370 | |||||||||
| Stephen Jaeger |
14,016,896 | 6,248,806 | 37,103,370 | |||||||||
| David Norton |
14,118,062 | 6,147,640 | 37,103,370 | |||||||||
| David Meeker, MD |
18,452,192 | 1,813,510 | 37,103,370 | |||||||||
| Robert Savage |
18,446,906 | 1,818,796 | 37,103,370 | |||||||||
| Virgil Thompson |
14,110,455 | 6,155,247 | 37,103,370 | |||||||||
Advisory Vote to Approve Executive Compensation
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 15,933,801 | 4,192,596 | 139,303 | 37,103,372 |
Approval of an Amendment to the Company’s 2011 Incentive Plan
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 15,554,672 | 4,456,994 | 254,034 | 37,103,372 |
Ratification of KPMG LLP as the Company’s Independent Public Accounting Firm
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 55,367,226 | 1,666,696 | 333,750 | 1,400 |
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.
| Savient Pharmaceuticals, Inc. | ||||||
| Date: June 14, 2013 | By: | /s/ Philip K. Yachmetz | ||||
| Philip K. Yachmetz | ||||||
| SVP & General Counsel | ||||||