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: June 8, 2017
(Date of earliest event reported)
SciClone Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-19825 | 94-3116852 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
| 950 Tower Lane, Suite 900, Foster City, CA |
94404 | |
| (Address of principal executive offices) | (Zip Code) |
(650) 358-3456
(Registrant’s telephone number, including area code)
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)) |
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. |
At the 2017 Annual Meeting of Stockholders of the Company held on June 8, 2017 (the “Annual Meeting”), the matters on which the stockholders voted, in person or by proxy were:
| (i) | To elect six nominees as directors to serve until the next Annual Meeting and until their successors have been elected and qualified; |
| (ii) | To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement; |
| (iii) | To approve, on an advisory basis, the frequency of future advisory votes on Company’s named executive officer compensation; |
| (iv) | To ratify the selection of PricewaterhouseCoopers Zhong Tian LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; and |
| (v) | To vote upon a stockholder proposal relating to proxy access, if properly presented at the Annual Meeting. |
The six nominees were elected, the compensation of named executive officers was approved (on an advisory basis), the frequency for future advisory votes on Company’s named executive officers compensation was approved, the appointment of the independent registered public accounting firm was ratified, and the stockholder proposal to amend proxy access was not approved and failed. The results of the voting were as follows:
| Election of Directors |
Votes For | Votes Withheld | Broker Non-votes | |||
| Jon S. Saxe |
33,897,004 | 813,013 | 5,554,296 | |||
| Friedhelm Blobel, Ph.D. |
34,299,422 | 410,595 | 5,554,296 | |||
| Nancy T. Chang, Ph.D. |
33,903,476 | 806,541 | 5,554,296 | |||
| Richard J. Hawkins |
31,268,488 | 3,441,529 | 5,554,296 | |||
| Gregg A. Lapointe |
34,178,410 | 531,607 | 5,554,296 | |||
| Simon Li |
33,903,289 | 806,728 | 5,554,296 |
| Votes For | Votes Against | Abstentions | Broker Non-votes | |||||
| Approval of Executive Compensation |
33,121,822 | 1,326,662 | 261,533 | 5,554,296 |
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-votes | ||||||
| Approval of Frequency of Advisory Vote |
24,412,463 | 41,073 | 10,000,523 | 255,958 | 5,554,296 |
| Votes For | Votes Against | Abstentions | ||||
| Approval of independent registered public accounting firm |
39,928,835 | 61,668 | 273,810 |
| Votes For | Votes Against | Abstentions | Broker Non-votes | |||||
| Approval of shareholder proposal to amend proxy access |
9,624,383 | 24,413,019 | 672,615 | 5,554,296 |
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.
| Dated: June 9, 2017 | SCICLONE PHARMACEUTICALS, INC. | |||||
| By: | /s/ Wilson W. Cheung | |||||
| Wilson W. Cheung | ||||||
| Chief Financial Officer and Senior Vice President, Finance | ||||||