0001104659-17-052467.txt : 20170817 0001104659-17-052467.hdr.sgml : 20170817 20170817162802 ACCESSION NUMBER: 0001104659-17-052467 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170815 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170817 DATE AS OF CHANGE: 20170817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEPOMED INC CENTRAL INDEX KEY: 0001005201 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943229046 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13111 FILM NUMBER: 171038934 BUSINESS ADDRESS: STREET 1: 7999 GATEWAY BLVD. STREET 2: SUITE 300 CITY: NEWARK STATE: CA ZIP: 94560 BUSINESS PHONE: 510-744-8000 MAIL ADDRESS: STREET 1: 7999 GATEWAY BLVD. STREET 2: SUITE 300 CITY: NEWARK STATE: CA ZIP: 94560 8-K 1 a17-20552_18k.htm 8-K

 

 

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):  August 15, 2017

 

DEPOMED, INC.

(Exact name of registrant as specified in its charter)

 

001-13111

(Commission File Number)

 

California

 

94-3229046

(State or other jurisdiction of

 

(I.R.S. Employer Identification No.)

incorporation)

 

 

 

7999 Gateway Blvd., Suite 300, Newark, California  94560

(Address of principal executive offices, with zip code)

 

(510) 744-8000

(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 (see General Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    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 o

 

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. o

 

 

 


 

Item 5.02                                           Departure of Directors or Certain Offices; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

 

Appointment to the Audit Committee

 

On August 15, 2017, The Board of Directors (the “Board”) of Depomed, Inc. (the “Company”) appointed William T. McKee, a director of the Company, to serve on the Audit Committee of the Board, which is now comprised of Karen A. Dawes, Louis J. Lavigne, Jr., William T. McKee, and Peter D. Staple.

 

Appointments to the Compensation Committee

 

On August 15, 2017, The Board of Directors (the “Board”) of Depomed, Inc. (the “Company”) appointed James P. Fogarty, Louis J. Lavigne, Jr., and James L. Tyree directors of the Company, to serve on the Compensation Committee of the Board, which is now comprised of James P. Fogarty, Louis J. Lavigne, Jr., William T. McKee, Peter D. Staple, and James L. Tyree.

 

Appointments to the Nominating and Corporate Governance Committee

 

On August 15, 2017, The Board of Directors (the “Board”) of Depomed, Inc. (the “Company”) appointed Karen A. Dawes and James L. Tyree, directors of the Company, to serve on the Nominating and Corporate Governance Committee of the Board, which is now comprised of Karen A. Dawes, William T. McKee, and James L. Tyree.

 

Item 5.07                                           Submission of Matters to a Vote of Security Holders.

 

Depomed, Inc. (the “Company”) held its Annual Meeting of Shareholders on August 15, 2017 to consider and vote on the following proposals: (i) the election of seven directors to hold office until the 2018 Annual Meeting of Shareholders (Proposal 1); (ii) to approve, on an advisory basis, the compensation of the Company’s named executive officers as more completely described in the Proxy Statement dated July 17, 2017 (Proposal 2); (iii) to indicate on an advisory basis, the preferred frequency of the advisory vote on the compensation of the Company’s named executive officers (Proposal 3); and(iv) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 (Proposal 4).

 

Proposal 1:  The shareholders of the Company elected seven directors to serve until the 2018 Annual Meeting of Shareholders and until their successors are elected and qualified.  The votes on Proposal 1 were as follows:

 

 

 

Shares Voted For

 

Shares Voted Against

 

Abstain

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

 

 

James P. Fogarty

 

36,818,412

 

3,724,338

 

23,836

 

14,097,251

 

Karen A. Dawes

 

36,751,617

 

3,787,358

 

27,611

 

14,097,251

 

Arthur J. Higgins

 

36,656,732

 

3,887,146

 

22,708

 

14,097,251

 

Louis J. Lavigne, Jr.

 

36,464,410

 

4,072,188

 

29,988

 

14,097,251

 

William T. McKee

 

36,822,365

 

3,718,566

 

25,655

 

14,097,251

 

Peter D. Staple

 

37,107,274

 

3,430,542

 

28,770

 

14,097,251

 

James L. Tyree

 

36,806,849

 

3,729,447

 

30,290

 

14,097,251

 

 

2


 

Proposal 2: The shareholders of the Company approved, on an advisory basis, the compensation of the Company’s executive officers as disclosed in the Proxy Statement dated July 14, 2017.  The votes on Proposal 2 were as follows:

 

For

 

35,537,389

 

Against

 

4,970,569

 

Abstain

 

58,628

 

Broker Non-Votes

 

14,097,251

 

 

Proposal 3:  The shareholders of the Company approved, on an advisory basis,”1 Year” as the preferred frequency of the advisory vote on the compensation of the Company’s executive offices as disclosed in the Proxy Statement dated July 14, 2017.  The votes on Proposal 3 were as follows:

 

1 Year

 

34,220,636

 

2 Years

 

54,496

 

3 Years

 

6,202,657

 

Abstain

 

88,797

 

Broker Non-Votes

 

14,097,251

 

 

The Board has adopted the shareholders recommendation.

 

Proposal 4:  The shareholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.  The votes on Proposal 4 were as follows:

 

For

 

54,146,706

 

Against

 

355,636

 

Abstain

 

161,495

 

 

3


 

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.

 

 

DEPOMED, INC.

 

 

 

 

 

Date: August 17, 2017

By:

/s/ Matthew M. Gosling

 

 

Matthew M. Gosling

 

 

Senior Vice President and General Counsel

 

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