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 18, 2013

 

 

Keryx Biopharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-30929   13-4087132

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

750 Lexington Avenue

New York, New York 10022

(Address of Principal Executive Offices)

(212) 531-5965

(Registrant’s telephone number, including area code)

 

 

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.

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

 

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

 

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

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2013 Annual Meeting of Stockholders held on June 18, 2013, the stockholders of Keryx Biopharmaceuticals, Inc. (the “Company”) approved the 2013 Incentive Plan (the “2013 Plan”). Employees, officers, directors and consultants selected by the Compensation Committee of the Company’s Board of Directors are eligible to participate in the 2013 Plan, including our principal executive officer, principal financial officer and our other named executive officers. A total of 3,500,000 shares of the Company’s common stock are reserved and available for issuance pursuant to awards granted under the 2013 Plan. A description of the material terms of the 2013 Plan was included in the Company’s Definitive Proxy Statement on Schedule 14A (File No. 000-30929) as filed with the Securities and Exchange Commission on April 30, 2013.

 

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

At the 2013 Annual Meeting of Stockholders the following matters were voted on by the stockholders: the election of directors, the ratification of the appointment of UHY LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013, an amendment to the certificate of incorporation increasing the authorized share capital by 35,000,000 shares of common stock, adopting of the 2013 Incentive Plan (as discussed above), and the advisory vote on the compensation of named executive officers. At the meeting, Ron Bentsur, Kevin J. Cameron, Joseph Feczko, M.D., Wyche Fowler, Jr., Jack Kaye, and Michael P. Tarnok were re-elected to the Board.

The vote with respect to each nominee is set forth below:

 

Nominee

   Total Votes For      Total Votes Withheld      Broker Non-Votes  

Ron Bentsur

     32,165,259         4,007,894         31,840,669   

Kevin J. Cameron

     35,800,766         372,387         31,840,669   

Joseph Feczko, M.D.

     35,948,070         225,083         31,840,669   

Wyche Fowler, Jr.

     35,783,681         389,472         31,840,669   

Jack Kaye

     35,941,220         231,933         31,840,669   

Michael P. Tarnok

     35,741,626         431,527         31,840,669   

The vote with respect to the ratification of the appointment of UHY LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013, is set forth below:

 

Total Votes For

 

Total Votes Against

 

Abstentions

 

Broker Non-Votes

67,736,049   164,432   113,341   0


The vote with respect to the approval of an amendment to the certificate of incorporation increasing the authorized share capital by 35,000,000 shares of common stock is set forth below:

 

Total Votes For

 

Total Votes Against

 

Abstentions

 

Broker Non-Votes

61,800,364   5,531,015   682,443   0

The vote with respect to the approval of the 2013 Incentive Plan is set forth below:

 

Total Votes For

 

Total Votes Against

 

Abstentions

 

Broker Non-Votes

34,729,062   1,353,063   91,028   31,840,669

The vote with respect to the advisory vote on the compensation of the Company’s named executive officers is set forth below:

 

Total Votes For

 

Total Votes Against

 

Abstentions

 

Broker Non-Votes

34,797,711   1,259,680   115,762   31,840,669

In accordance with the stockholders’ recommendation at the 2011 annual meeting of stockholders held on June 21, 2011, the Company has determined that an advisory vote on the compensation of the named executive officers of the Company will be conducted every year.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report:

 

Exhibit
Number

  

Description

99.1    Keryx Biopharmaceuticals, Inc. 2013 Incentive Plan (incorporated herein by reference from Exhibit B to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 000-30929) filed with the Securities and Exchange Commission on April 30, 2013).


SIGNATURES

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

 

    KERYX BIOPHARMACEUTICALS, INC.
    (Registrant)
Date: June 21, 2013     By:  

/s/ James Oliviero

    Name:   James Oliviero
    Title:   Chief Financial Officer