0001400482-17-000059.txt : 20170526 0001400482-17-000059.hdr.sgml : 20170526 20170526124946 ACCESSION NUMBER: 0001400482-17-000059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170526 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170526 DATE AS OF CHANGE: 20170526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KUBOTA PHARMACEUTICAL HOLDINGS CO LTD CENTRAL INDEX KEY: 0001400482 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 981295657 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55133 FILM NUMBER: 17872959 BUSINESS ADDRESS: STREET 1: 4-20-3 EBISU STREET 2: SHIBUYA-KU CITY: TOKYO STATE: M0 ZIP: 150-0013 BUSINESS PHONE: 81 3 5789-5872 MAIL ADDRESS: STREET 1: 4-20-3 EBISU STREET 2: SHIBUYA-KU CITY: TOKYO STATE: M0 ZIP: 150-0013 FORMER COMPANY: FORMER CONFORMED NAME: ACUCELA INC. DATE OF NAME CHANGE: 20131217 FORMER COMPANY: FORMER CONFORMED NAME: Acucela Inc DATE OF NAME CHANGE: 20070523 8-K 1 kph201705268-k2017agmresul.htm 8-K Document




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 25, 2017

KUBOTA PHARMACEUTICAL HOLDINGS CO., LTD.
(Exact name of registrant as specified in its charter)

 Japan
(State or other jurisdiction
of incorporation)
000-55133
(Commission
File Number)
98-1295657
 (IRS Employer
Identification No.)

4-20-3 Ebisu, Shibuya-ku
Tokyo, Japan 150-6018
(Address of principal executive offices, including zip code)
+81 3-5789-5872
(Registrant’s telephone number, including area code)
(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 þ


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. þ







Item 5.07
Submission of Matters to a Vote of Security Holders
The Ordinary General Meeting of Shareholders for the Fiscal Year 2016 (the "Annual Meeting") of Kubota Pharmaceutical Holdings Co., Ltd. (the "Company") was held on May 25, 2017. At the Annual Meeting, votes representing 303,575 units of shares of the Company’s common stock, or approximately 99.5% of the total shares entitled to vote, were present and voted to (i) approve the amendment to the Articles of Incorporation of the Company to reflect the change in location of the Company’s head office and (ii) elect the five nominees to the Board of Directors. The proposals related to each matter are described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2017. The voting results for each proposal are as follows:

1.
To approve the amendment to the Articles of Incorporation of the Company to reflect the change in location of the Company’s head office:

Votes For
Votes Against
Abstentions
Broker Non-Votes
302,900
671

2.
To elect the five nominees to the Board of Directors, each to serve a one-year term

Nominee
Votes For
Votes Against
Abstentions
Broker Non-Votes
Shintaro Asako
302,475
926
Ryo Kubota, M.D., Ph.D.
302,540
861
Shiro Mita
302,528
873
Eisaku Nakamura
302,512
889
Robert Takeuchi
302,500
901


Item 8.01
Other Events.
On May 26, 2017, the Company filed an extraordinary report with the Financial Services Agency of Japan reporting the results of the Annual Meeting. An English translation of the extraordinary report is filed as Exhibit 99.1 to this Current Report on Form 8-K.


Item 9.01
Financial Statements and Exhibits.
(d) Exhibits. 
 
 
Exhibit Number
 
Description
99.1
 
Extraordinary report dated May 26, 2017.








SIGNATURE

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.

KUBOTA PHARMACEUTICAL HOLDINGS CO., LTD.
 
Date: May 26, 2017
 
 
 
 
 
By:
/s/ John E. Gebhart
 
 
John E. Gebhart
 
 
Chief Financial Officer








EXHIBIT INDEX
Exhibit Number
 
Description
99.1
 
Extraordinary report dated May 26, 2017.






EX-99.1 2 exhibit991-extraordinaryre.htm EXHIBIT 99.1 Exhibit




Extraordinary Report
(Rinji Houkokusho)
May 26, 2017

(Translation)





Kubota Pharmaceutical Holdings Co., Ltd.

(This English translation of the Extraordinary Report has been prepared solely for reference purposes and shall not have any binding force.)




Documents to be filed
Extraordinary Report
To be filed with:
Director General of Kanto Local Finance Bureau
Date of filing:
May 26, 2017
Company Name:
Kubota Pharmaceutical Holdings Co., Ltd.
Title and name of representative:
Dr. Ryo Kubota, Representative Executive Officer, Chairman, President and Chief Executive Officer
Address of headquarters:
Yebisu Garden Place Tower 18F, 4-20-3 Ebisu, Shibuya-ku
 
Tokyo 150-6018, Japan
Telephone number:
03-5789-5872
Contact person:
Yasuo Ishikawa, Director of Financial Reporting
 
Japan Office
Place of contact:
Yebisu Garden Place Tower 18F, 4-20-3 Ebisu, Shibuya-ku
 
Tokyo 150-6018, Japan
Telephone number:
03-5789-5872
Places where the document to be filed is available for public inspection:
Tokyo Stock Exchange, Inc.
(2-1, Nihonbashi-kabutocho, Chuo-ku, Tokyo)





1.    Reason for submitting the Extraordinary Report
Given that resolutions were made for the AGENDA TO BE ACTED UPON at the Annual meeting of Shareholders (the “Annual Meeting”) held on May 25, 2017, Kubota Pharmaceutical Holdings Co., Ltd. (the “Company”) files this Extraordinary Report under the provisions of Articles 24-5, Paragraph 4, of the Financial Instruments and Exchange Act of Japan and Articles 19, Paragraph 2, Item 9-2, of the Cabinet Office Ordinance on Disclosure of Corporate Information, etc.

2.    Matters reported
(1) Date when the Annual Meeting was held:    May 25, 2017

(2) Matters for Resolution
Agenda 1:    Amendment to a Part of the Articles of Incorporation
To change the location of the head office in Article 3 from Shibuya-ku, Tokyo into Chiyoda-ku, Tokyo in order to improve the efficiency of the administration of the head office.

Agenda 2:     The Election of Five (5) Directors
Dr. Ryo Kubota, Mr. Shintaro Asako, Dr. Shiro Mita, Mr. Eisaku Nakamura and Mr. Robert Takeuchi were elected as directors of the Corporation.

(3) Number of voting rights concerning the indication of “for,” “against” or “abstention” for each agenda; requirement for approving the agendas; and results of resolutions

Agenda
For
Against
Abstention
Requirement for the approval
Results and Ratio of favorable votes
Agenda 1
302,900
671
Note 1
Approved 99.25%
Agenda 2
 
 
 
 
 
Ryo Kubota
302,540
861
 
Approved 99.13%
Shintaro Asako
302,475
926
Note 2
Approved 99.11%
Shiro Mita
302,528
873
 
Approved 99.13%
Eisaku Nakamura
302,512
889
 
Approved 99.12%
Robert Takeuchi
302,500
901
 
Approved 99.12%
Note 1.    The resolution for Agenda 1 shall be adopted by a two-thirds (2/3) majority of the voting rights held by the shareholders present and voting at the Annual Meeting in a vote of shareholders holding in aggregate one-third (1/3) or more of the total number of voting rights.
Note 2.    The resolution for Agenda 2 shall be adopted by a simple majority of the voting rights held by the shareholders present and voting at the Annual Meeting in a vote of shareholders holding in aggregate one-third (1/3) or more of the total number of voting rights.

(4) Reason why a portion of the voting rights held by the shareholders present at the Annual Meeting was not added to the number of voting rights:

The required majority approval for each agenda was met by aggregating the votes exercised prior to the Annual Meeting and votes of shareholders present at the Annual Meeting of which the Company was able to confirm the indication as to each agenda. Therefore, of the voting rights held by shareholders present at the Annual Meeting, the number of voting rights concerning the indication of “for,” “against” or “abstention” as to each agenda of which the Company was not able to verify was not tallied.