Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - KUBOTA PHARMACEUTICAL HOLDINGS CO LTD | exhibit991-extraordinaryre.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 25, 2017
KUBOTA PHARMACEUTICAL HOLDINGS CO., LTD.
(Exact name of registrant as specified in its charter)
Japan (State or other jurisdiction of incorporation) | 000-55133 (Commission File Number) | 98-1295657 (IRS Employer Identification No.) |
4-20-3 Ebisu, Shibuya-ku
Tokyo, Japan 150-6018
(Address of principal executive offices, including zip code)
Tokyo, Japan 150-6018
(Address of principal executive offices, including zip code)
+81 3-5789-5872
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
(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 (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)) |
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 þ
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. þ
Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Ordinary General Meeting of Shareholders for the Fiscal Year 2016 (the "Annual Meeting") of Kubota Pharmaceutical Holdings Co., Ltd. (the "Company") was held on May 25, 2017. At the Annual Meeting, votes representing 303,575 units of shares of the Company’s common stock, or approximately 99.5% of the total shares entitled to vote, were present and voted to (i) approve the amendment to the Articles of Incorporation of the Company to reflect the change in location of the Company’s head office and (ii) elect the five nominees to the Board of Directors. The proposals related to each matter are described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2017. The voting results for each proposal are as follows:
1. | To approve the amendment to the Articles of Incorporation of the Company to reflect the change in location of the Company’s head office: |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
302,900 | 671 | — | — |
2. | To elect the five nominees to the Board of Directors, each to serve a one-year term |
Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
Shintaro Asako | 302,475 | 926 | — | — |
Ryo Kubota, M.D., Ph.D. | 302,540 | 861 | — | — |
Shiro Mita | 302,528 | 873 | — | — |
Eisaku Nakamura | 302,512 | 889 | — | — |
Robert Takeuchi | 302,500 | 901 | — | — |
Item 8.01 | Other Events. |
On May 26, 2017, the Company filed an extraordinary report with the Financial Services Agency of Japan reporting the results of the Annual Meeting. An English translation of the extraordinary report is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 | Financial Statements and Exhibits. | ||
(d) Exhibits. | |||
Exhibit Number | Description | ||
99.1 | Extraordinary report dated May 26, 2017. | ||
SIGNATURE
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.
KUBOTA PHARMACEUTICAL HOLDINGS CO., LTD. | ||
Date: May 26, 2017 | ||
By: | /s/ John E. Gebhart | |
John E. Gebhart | ||
Chief Financial Officer | ||
EXHIBIT INDEX
Exhibit Number | Description | |
99.1 | Extraordinary report dated May 26, 2017. | |