UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2024 Annual Meeting of Stockholders of Amphastar Pharmaceuticals, Inc. (the “Company”) held on June 3, 2024 (the “Annual Meeting”), the stockholders of the Company voted on and approved the amendment and restatement of the Company’s 2015 Equity Incentive Plan (as amended and restated, the “2015 Equity Incentive Plan”).
The terms and conditions of the 2015 Equity Incentive Plan are described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 12, 2024. The 2015 Equity Incentive Plan is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
ITEM 5.07. Submission of Matters to a Vote of Security Holders.
The stockholders of the Company voted on the following items at the Annual Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 12, 2024:
| 1. | To elect four Class II directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2. | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024; |
| 3. | To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers; and |
| 4. | To approve, the amendment and restatement of the Company’s 2015 Equity Incentive Plan (as amended and restated, the “2015 Equity Incentive Plan”); |
The voting results for the proposals are detailed below.
1. Election of Directors
Nominee | For | Against | Abstained | Broker Non-votes |
Mary Ziping Luo | 36,539,361 | 3,238,762 | 16,103 | 4,897,137 |
Howard Lee | 30,735,084 | 9,041,573 | 17,569 | 4,897,137 |
Michael A. Zasloff | 28,934,721 | 10,836,431 | 23,074 | 4,897,137 |
Gayle Deflin | 37,568,636 | 2,204,679 | 20,911 | 4,897,137 |
Each director nominee was duly elected to serve until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified.
2. Ratification of Appointment of Independent Registered Public Accounting Firm
For | Against | Abstained | Broker Non-votes |
44,072,994 | 586,017 | 32,352 | N/A |
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
3. Advisory Vote on the Compensation of our Named Executive Officers
For | Against | Abstained | Broker Non-votes |
37,859,745 | 1,833,819 | 100,662 | 4,897,137 |
The stockholders approved, on a non-binding basis, the compensation of the Company’s named executive officers.
4. Approval of the amendment to the 2015 Equity Incentive Plan
For | Against | Abstained | Broker Non-votes |
28,069,401 | 11,693,213 | 31,612 | 4,897,137 |
The stockholders approved the Amendment to the 2015 Equity Incentive Plan.
ITEM 8.01 Other Events
On June 3, 2024, the Company’s Board of Directors authorized a $50 million increase to the Company’s share buyback program, which is expected to continue for an indefinite period of time. The primary goal of the program is to offset dilution created by the Company’s equity compensation programs.
Purchases may be made through the open market and private block transactions pursuant to Rule 10b5-1 plans, privately negotiated transactions, or other means, as determined by the Company’s management and in accordance with the requirements of the Securities and Exchange Commission and applicable laws.
The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, and other conditions.
A copy of the press release announcing the share buyback program is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. |
| Description |
10.1 | 2015 Equity Incentive Plan of Amphastar Pharmaceuticals, Inc. (as amended and restated) | |
99.1 | Press Release issued by Amphastar Pharmaceuticals, Inc., dated June 4, 2024 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| AMPHASTAR PHARMACEUTICALS, INC. | |
Date: June 4, 2024 |
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By: /s/ William J. Peters |
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| William J. Peters | |
| Chief Financial Officer and Executive Vice President | |
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