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 18, 2013
Keryx Biopharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-30929 | 13-4087132 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
750 Lexington Avenue
New York, New York 10022
(Address of Principal Executive Offices)
(212) 531-5965
(Registrants telephone number, including area code)
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. |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the 2013 Annual Meeting of Stockholders held on June 18, 2013, the stockholders of Keryx Biopharmaceuticals, Inc. (the Company) approved the 2013 Incentive Plan (the 2013 Plan). Employees, officers, directors and consultants selected by the Compensation Committee of the Companys Board of Directors are eligible to participate in the 2013 Plan, including our principal executive officer, principal financial officer and our other named executive officers. A total of 3,500,000 shares of the Companys common stock are reserved and available for issuance pursuant to awards granted under the 2013 Plan. A description of the material terms of the 2013 Plan was included in the Companys Definitive Proxy Statement on Schedule 14A (File No. 000-30929) as filed with the Securities and Exchange Commission on April 30, 2013.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2013 Annual Meeting of Stockholders the following matters were voted on by the stockholders: the election of directors, the ratification of the appointment of UHY LLP as the Companys independent registered public accounting firm for the year ending December 31, 2013, an amendment to the certificate of incorporation increasing the authorized share capital by 35,000,000 shares of common stock, adopting of the 2013 Incentive Plan (as discussed above), and the advisory vote on the compensation of named executive officers. At the meeting, Ron Bentsur, Kevin J. Cameron, Joseph Feczko, M.D., Wyche Fowler, Jr., Jack Kaye, and Michael P. Tarnok were re-elected to the Board.
The vote with respect to each nominee is set forth below:
Nominee |
Total Votes For | Total Votes Withheld | Broker Non-Votes | |||||||||
Ron Bentsur |
32,165,259 | 4,007,894 | 31,840,669 | |||||||||
Kevin J. Cameron |
35,800,766 | 372,387 | 31,840,669 | |||||||||
Joseph Feczko, M.D. |
35,948,070 | 225,083 | 31,840,669 | |||||||||
Wyche Fowler, Jr. |
35,783,681 | 389,472 | 31,840,669 | |||||||||
Jack Kaye |
35,941,220 | 231,933 | 31,840,669 | |||||||||
Michael P. Tarnok |
35,741,626 | 431,527 | 31,840,669 |
The vote with respect to the ratification of the appointment of UHY LLP as the Companys independent registered public accounting firm for the year ending December 31, 2013, is set forth below:
Total Votes For |
Total Votes Against |
Abstentions |
Broker Non-Votes | |||
67,736,049 | 164,432 | 113,341 | 0 |
The vote with respect to the approval of an amendment to the certificate of incorporation increasing the authorized share capital by 35,000,000 shares of common stock is set forth below:
Total Votes For |
Total Votes Against |
Abstentions |
Broker Non-Votes | |||
61,800,364 | 5,531,015 | 682,443 | 0 |
The vote with respect to the approval of the 2013 Incentive Plan is set forth below:
Total Votes For |
Total Votes Against |
Abstentions |
Broker Non-Votes | |||
34,729,062 | 1,353,063 | 91,028 | 31,840,669 |
The vote with respect to the advisory vote on the compensation of the Companys named executive officers is set forth below:
Total Votes For |
Total Votes Against |
Abstentions |
Broker Non-Votes | |||
34,797,711 | 1,259,680 | 115,762 | 31,840,669 |
In accordance with the stockholders recommendation at the 2011 annual meeting of stockholders held on June 21, 2011, the Company has determined that an advisory vote on the compensation of the named executive officers of the Company will be conducted every year.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed as part of this report:
Exhibit |
Description | |
99.1 | Keryx Biopharmaceuticals, Inc. 2013 Incentive Plan (incorporated herein by reference from Exhibit B to the Companys Definitive Proxy Statement on Schedule 14A (File No. 000-30929) filed with the Securities and Exchange Commission on April 30, 2013). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KERYX BIOPHARMACEUTICALS, INC. | ||||||
(Registrant) | ||||||
Date: June 21, 2013 | By: | /s/ James Oliviero | ||||
Name: | James Oliviero | |||||
Title: | Chief Financial Officer |