Attached files

file filename
EX-99.1 - EX-99.1 - Allena Pharmaceuticals, Inc.d581453dex991.htm

 

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 8, 2018

 

 

Allena Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38268   45-2729920

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

One Newton Executive Park, Suite 202

Newton, Massachusetts

  02462
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (617) 467-4577

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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.

The following proposals were submitted to the stockholders at the 2018 Annual Meeting of Stockholders of Allena Pharmaceuticals, Inc. (the “Company”) held on June 8, 2018 (the “Annual Meeting”):

(i) The election of three Class I directors, as nominated by the Board of Directors of the Company (the “Board”), each to serve a three-year term expiring at the 2021 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal; and

(ii) The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2018.

The proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 25, 2018.

The number of shares of common stock entitled to vote at the Annual Meeting was 20,695,556. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 16,509,070. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and all director nominees were elected.

The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

 

  (a) Election of Class I Directors.

 

Director Nominee

   Votes For      Votes Withheld  

Andrew A.F. Hack, M.D., Ph.D.

     15,306,436        43,600  

Alexy Margolin, Ph.D.

     14,534,256        815,780  

James N. Topper, M.D., Ph.D.

     14,443,144        906,892  

There were 1,159,034 broker non-votes regarding the election of directors.

 

  (b) Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. The results of the voting included 16,501,027 votes for, 7,744 votes against and 299 votes abstained. There were no broker non-votes regarding this proposal.

 

Item 8.01 Other Information

Following the Annual Meeting, the Board consisted of the following seven directors:

 

    Class I – Andrew A.F. Hack, M.D., Ph.D., Alexy Margolin, Ph.D. and James N. Topper, M.D., Ph.D.

 

    Class II – Axel Bolte and Robert Tepper, M.D.

 

    Class III – Robert Alexander, Ph.D. and Gino Santini

In addition, following the Annual Meeting, the Audit Committee of the Board consisted of Andrew A.F. Hack, M.D., Ph.D. (Chairman), Robert Alexander, Ph.D. and Gino Santini. The Compensation Committee of the Board consisted of Gino Santini (Chairman), Axel Bolte and James N. Topper, M.D., Ph.D. The Nominating and Corporate Governance Committee of the Board consisted of Robert Tepper, M.D. (Chairman) and James N. Topper, M.D., Ph.D.

On June 11, 2018, the Company issued a press release regarding Dr. Hack’s election to the Board. A copy of that press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.

  

Description

99.1    Press Release of Allena Pharmaceuticals, Inc. dated June 11, 2018

 


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.

 

Date: June 12, 2018     Allena Pharmaceuticals, Inc.
    By:   /s/ Edward Wholihan
     

Edward Wholihan

Chief Financial Officer