UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(Exact name of Registrant as Specified in Its Charter)
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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).
Emerging growth company
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 5.07 Submission of Matters to a Vote of Security Holders.
On May 17, 2023, Societal CDMO, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). The following is a brief description of the final voting results for each of the proposals submitted to a vote of the shareholders at the Annual Meeting.
Proposal 1 – Election of Class III Directors. Each of William L. Ashton and Laura L. Parks was elected to the Board of Directors as Class III directors to serve until the Company’s 2026 Annual Meeting of Shareholders and until his or her successor, if any, is elected or appointed, or his or her earlier death, resignation, retirement, disqualification or removal as follows:
Name |
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For |
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Withheld |
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Broker Non-Votes |
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William L. Ashton |
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39,879,682 |
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14,003,578 |
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12,194,760 |
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Laura L. Parks |
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42,219,949 |
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11,663,311 |
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12,194,760 |
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Proposal 2 – Approval of an Amendment to our Second Amended and Restated Articles of Incorporation, as Amended. The amendment to our Second Amended and Restated Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from 95 million to 185 million was approved as follows:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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48,187,926 |
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4,700,452 |
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994,882 |
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12,194,760 |
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Proposal 3 – Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers. The compensation of the Company’s named executive officers, on an advisory basis was approved, as follows:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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46,494,706 |
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6,324,853 |
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1,063,701 |
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12,194,760 |
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Proposal 4 – Ratification of Independent Registered Public Accountants. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year was ratified as follows:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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64,575,761 |
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120,511 |
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1,381,748 |
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0 |
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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 thereunto duly authorized.
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SOCIETAL CDMO, Inc. |
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Date: |
May 18, 2023 |
By: |
/s/ J. David Enloe, Jr |
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J. David Enloe, Jr |
Document And Entity Information |
May 17, 2023 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | May 17, 2023 |
Entity Registrant Name | Societal CDMO, Inc. |
Entity Central Index Key | 0001588972 |
Entity Emerging Growth Company | false |
Securities Act File Number | 001-36329 |
Entity Incorporation, State or Country Code | PA |
Entity Tax Identification Number | 26-1523233 |
Entity Address, Address Line One | 1 E. Uwchlan Ave, Suite 112 |
Entity Address, City or Town | Exton |
Entity Address, State or Province | PA |
Entity Address, Postal Zip Code | 19341 |
City Area Code | 770 |
Local Phone Number | 534-8239 |
Entity Information, Former Legal or Registered Name | N/A |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common stock, par value $0.01 |
Trading Symbol | SCTL |
Security Exchange Name | NASDAQ |
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