0001104659-16-126148.txt : 20160608 0001104659-16-126148.hdr.sgml : 20160608 20160608160542 ACCESSION NUMBER: 0001104659-16-126148 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160602 ITEM INFORMATION: Entry into a Material Definitive Agreement 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: 20160608 DATE AS OF CHANGE: 20160608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ophthotech Corp. CENTRAL INDEX KEY: 0001410939 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36080 FILM NUMBER: 161703624 BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: 212-845-8200 MAIL ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10119 8-K 1 a16-13056_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): June 2, 2016

 

OPHTHOTECH CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-36080

 

20-8185347

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

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

 

One Penn Plaza, 19th Floor

New York, New York 10119

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (212) 845-8200

 

 

(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:

 

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))

 

 

 


 

Item 1.01. Entry into a Material Definitive Agreement.

 

Effective June 2, 2016, the Board of Directors (the “Board”) of Ophthotech Corporation (“Ophthotech”) approved an amended and restated form of directors and officers indemnification agreement. The indemnification agreements with Ophthotech’s directors and executive officers provide that Ophthotech will indemnify the director or executive officer (an “Indemnitee”) to the fullest extent permitted by law for claims arising in Indemnitee’s capacity as a director or officer of Ophthotech or in connection with Indemnitee’s service at Ophthotech’s request for another corporation or entity. The indemnification agreements also provide for procedures that will apply in the event that an Indemnitee makes a claim for indemnification and establish certain presumptions that are favorable to the Indemnitee. The revisions are effective June 2, 2016 and reflect changes  intended to provide additional clarity and certainty for the Indemnitees and to conform to current market practice.

 

Ophthotech expects to file the amended and restated form of directors and officers indemnification agreement as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending June 30, 2016.  The foregoing description is qualified in its entirety by reference to the complete text of the amended and restated form of directors and officers indemnification agreement when filed.

 

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

 

Effective June 6, 2016, the Compensation Committee (the “Committee”) of the Board approved grants of restricted stock units (“RSUs”) with performance-based vesting criteria related to regulatory milestones for Fovista® to Ophthotech employees, including David R. Guyer, M.D., Chief Executive Officer; Samir C. Patel, M.D., President; Glenn P. Sblendorio, Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer; Barbara Wood, Senior Vice President and General Counsel; and Henric J. Bjarke, Senior Vice President, Chief Commercial Officer. The Committee approved grants of RSUs for the following number of shares of common stock to each such executive officer:

 

Name

 

RSUs

David R. Guyer, M.D.

 

25,000

Samir C. Patel, M.D.

 

25,000

Glenn P. Sblendorio

 

8,900

Barbara Wood

 

4,800

Henric J. Bjarke

 

8,400

 

Each grant of RSUs is subject to such officer’s continued employment with Ophthotech and the other terms and conditions under Ophthotech’s 2013 Stock Incentive Plan.

 

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

 

Ophthotech held its Annual Meeting of Stockholders on June 2, 2016. The following is a summary of the matters voted on at that meeting.

 

(a)         Ophthotech’s stockholders elected David R. Guyer, M.D. and Thomas Dyrberg, M.D., D.M.Sc. as Class III directors to serve until the 2019 Annual Meeting of Stockholders, each such director to hold office until his successor has been duly elected and qualified. The results of the stockholders’ vote with respect to the election of such Class III directors were as follows:

 

 

 

For

 

Withheld

 

Broker
Non-Votes

 

David R. Guyer, M.D.

 

26,908,193

 

1,409,530

 

3,560,335

 

Thomas Dyrberg, M.D., D.M.Sc.

 

26,092,141

 

2,225,582

 

3,560,335

 

 

2


 

(b)         Ophthotech’s stockholders approved a non-binding, advisory proposal on the compensation of Ophthotech’s named executive officers. The results of the stockholders’ vote with respect to such matter were as follows:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

27,902,926

 

260,542

 

154,255

 

3,560,335

 

 

(c)          Ophthotech’s stockholders recommended, in a non-binding, advisory vote, that future advisory votes on the compensation of the Company’s named executive officers be held with a frequency of every one year. The results of the stockholders’ vote with respect to such matter were as follows:

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker
Non-Votes

 

26,888,967

 

52,800

 

1,261,978

 

113,978

 

3,560,335

 

 

(d)         Ophthotech’s stockholders ratified the selection of Ernst & Young LLP as Ophthotech’s independent registered public accounting firm for the current fiscal year. The results of the stockholders’ vote with respect to such matter were as follows:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

31,736,591

 

102,364

 

39,103

 

0

 

 

(e)          Ophthotech’s stockholders approved the 2016 Employee Stock Purchase Plan. The results of the stockholders’ vote with respect to such matter were as follows:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

28,222,921

 

82,130

 

12,672

 

3,560,335

 

 

3


 

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.

 

 

 

OPHTHOTECH CORPORATION

 

 

 

Date: June 8, 2016

By:

/s/ Barbara A. Wood

 

 

Barbara A. Wood

 

 

Senior Vice President, General Counsel and
Secretary

 

4