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 3, 2020
ADAMAS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 001-36399 (Commission File Number) | 42-1560076 (IRS Employer Identification No.) | ||||||||||||
1900 Powell Street, Suite 1000 Emeryville, CA (Address of principal executive offices) | 94608 (Zip Code) | |||||||
Registrant’s telephone number, including area code: (510) 450-3500
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 obligations 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Common Stock, par value $0.001 per share | Trading Symbol(s) ADMS | Name of each exchange on which registered The Nasdaq Global Market | ||||||||||||
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.
On June 3, 2020, Adamas Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below is a brief description of each matter considered and voted upon at the Annual Meeting, together with the final tally of the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, as applicable, including a separate tabulation with respect to each of the three directors. A more complete description of each matter is set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 23, 2020.
Proposal No. 1 — Election of Directors
The Company’s stockholders elected the three Class III director nominees to the Company’s Board of Directors to hold office until the 2023 Annual Meeting of Stockholders or until their successors are elected. The vote was as follows:
| Class III Director Nominees | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Michael F. Bigham | 14,752,489 | 1,389,286 | 6,192,925 | |||||||||||||||||
| John MacPhee | 14,840,704 | 1,301,071 | 6,192,925 | |||||||||||||||||
| David L. Mahoney | 14,744,739 | 1,397,036 | 6,192,925 | |||||||||||||||||
Proposal No. 2 — Approval, on an advisory basis, of the compensation of the Company’s named executive officers
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The vote was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 15,036,293 | 1,090,721 | 14,761 | 6,192,925 | |||||||||||||||||
Proposal No. 3 — Indication, on an advisory basis, of the preferred frequency of future advisory vote on the compensation of the Company’s named executive officers
The Company’s stockholders approved, on an advisory basis, the frequency of one year for advisory votes on the compensation of the Company’s named executive officers. The vote was as follows:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 15,887,008 | 22,045 | 225,910 | 6,812 | 6,192,925 | ||||||||||||||||||||||
Proposal No. 4 — Ratification of the selection of independent registered accounting firm
The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLC as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2020. The vote was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 21,848,878 | 390,262 | 95,560 | — | |||||||||||||||||
On June 3, 2020, the Board of Directors of the Company determined, in light of and consistent with the vote of the Company’s stockholders as to the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers, to include a stockholder advisory vote on the compensation of the Company’s named executive officers in its annual meeting proxy materials each year until the next advisory vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers.
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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.
| Adamas Pharmaceuticals, Inc. | |||||||||||
Dated: | June 5, 2020 | By: | /s/ Christopher B. Prentiss | ||||||||
| Christopher B. Prentiss | |||||||||||
| Chief Financial Officer | |||||||||||
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