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): May 31, 2017
Tetraphase Pharmaceuticals, Inc.
(Exact name of registrant as specified in charter)
| Delaware | 001-35837 | 20-5276217 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 480 Arsenal Way Watertown, Massachusetts |
02472 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (617) 715-3600
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 ( see General Instruction A.2. below):
| ☐ | 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)) |
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 ☐
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. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Tetraphase Pharmaceuticals, Inc. (the “Company”) held its annual meeting of stockholders on May 31, 2017 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted in the following manner with respect to the following proposals:
| 1. | The election of Directors as class I directors, each to serve for a three-year term expiring at the 2020 annual meeting of stockholders. The final voting results were as follows: |
| Nominee | For | Withheld | Non-Votes | |||||||||
| L. Patrick Gage |
18,571,291 | 333,174 | 10,470,927 | |||||||||
| Nancy Wysenski |
18,495,849 | 408,616 | 10,470,927 | |||||||||
| 2. | The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm the current fiscal year ending December 31, 2017 was approved as follows: |
| For: |
29,287,372 | |||
| Against: |
67,581 | |||
| Abstain: |
20,439 |
| 3. | The compensation of the Company’s named executive officers was approved on an advisory basis as disclosed in the proxy statement for the 2017 Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and narrative disclosure. The final voting results were as follows: |
| For: |
18,080,503 | |||
| Against: |
544,310 | |||
| Abstain: |
279,652 | |||
| Non Votes: |
10,470,927 |
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.
| By: | /s/ Maria D. Stahl | |||||
| Date: June 2, 2017 | Maria D. Stahl | |||||
| Senior Vice President, General Counsel |