Form 8-K

Date: May 25, 2016

COHERUS BIOSCIENCES, INC.

/s/ Jean-Frédéric Viret

Jean-Frédéric Viret

Chief Financial Officer

0001193125-16-602251.txt : 20160525 0001193125-16-602251.hdr.sgml : 20160525 20160525160601 ACCESSION NUMBER: 0001193125-16-602251 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160524 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20160525 DATE AS OF CHANGE: 20160525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Coherus BioSciences, Inc. CENTRAL INDEX KEY: 0001512762 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 273615821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36721 FILM NUMBER: 161674723 BUSINESS ADDRESS: STREET 1: C/O DENNIS M. LANFEAR STREET 2: 333 TWIN DOLPHIN DR, SUITE 600 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: (650) 649-3530 MAIL ADDRESS: STREET 1: C/O DENNIS M. LANFEAR STREET 2: 333 TWIN DOLPHIN DR, SUITE 600 CITY: REDWOOD CITY STATE: CA ZIP: 94065 FORMER COMPANY: FORMER CONFORMED NAME: BioGenerics, Inc. DATE OF NAME CHANGE: 20110210 8-K 1 d189411d8k.htm FORM 8-K Form 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): May 24, 2016

COHERUS BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36721

27-3615821

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

333 Twin Dolphin Drive, Suite 600

Redwood City, CA 94065

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (650) 649-3530

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 (17 CFR 230.425)

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

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

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07

Submission of Matters to a Vote of Security Holders.

Coherus BioSciences, Inc. (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”) on May 24, 2016. On the March 31, 2016 record date, there were 39,139,225 shares of the Company’s common stock outstanding with each such share being entitled to one vote per share.

At the Annual Meeting, 32,423,007 shares of the Company’s common stock were voted in person or by proxy for the two proposals set forth below, each of which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 8, 2016.

Proposal 1. The Company’s stockholders elected the Class II director nominees below to the Company’s Board of Directors to hold office until the 2019 Annual Meeting of Stockholders or until their successors are elected.


NOMINEE	FOR		WITHHELD		BROKER NON- VOTES
V. Bryan Lawlis, Ph.D.		21,433,331		4,090,522		6,899,154
Mary T. Szela		15,829,235		9,694,618		6,899,154
Ali J. Satvat		25,449,449		74,404		6,899,154

Proposal 2. The Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2016.


FOR	AGAINST	ABSTAIN
32,322,977	94,286	5,744

Proposal 3. The stockholders voted to indicate, on an advisory basis, the following as the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers


3 Years	2 Years	1 Year	Abstention	Broker Non-Votes
14,903,644	16,784	10,585,062	18,363	6,899,154

Board Decision Regarding Frequency of Stockholder Advisory Vote on Executive Compensation.

The Board reviewed the input of its stockholders based on the votes received for the three alternatives. After considering this input, noting that no majority had been received, the Board determined to follow the plurality favorite based on the results of the advisory vote and determined to include an advisory stockholder vote on the compensation of the Company’s named executive officers in the Company’s proxy materials every three years until the next advisory vote on the frequency of stockholder votes on executive compensation, which is required to occur no later than the Company’s Annual Meeting of Stockholders in 2022.

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.