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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (
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):
Securities Registered Pursuant to Section 12(b) of the Exchange Act: | ||||
Title of Each Class | Trading Symbol | Name of each exchange on which registered | ||
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 13, 2021, Strongbridge Biopharma plc (the “Company”) held its Annual General Meeting of Shareholders (“AGM”). Described below are the matters voted upon at the AGM and the voting results for each matter.
Proposal No. 1 – Election of Class III Directors. Each Class III director nominee was elected to serve a three-year term until the conclusion of the Company’s 2024 annual general meeting and until such time as his successor is duly elected and qualified.
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| Votes For |
| Votes Against |
| Abstain |
| Broker Non-Votes |
David N. Gill |
| 39,417,605 | 1,127,831 | 69,489 | 14,212,294 | |||
Garheng Kong |
| 36,176,484 | 4,368,679 | 69,762 | 14,212,294 |
Proposal No. 2 – Ratification of Selection of Auditors and Authorization to Determine the Remuneration of the Auditors – Approved. Shareholders were asked to vote to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 and to authorize, in a binding vote, the board of directors, acting through its Audit Committee, to determine Ernst & Young’s remuneration.
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| Votes |
For |
| 54,675,190 |
Against |
| 93,419 |
Abstain |
| 58,610 |
Broker Non-Vote | 0 |
Proposal No. 3 – Approval of the Compensation Paid to Named Executive Officers – Approved. Shareholders were asked to vote to approve, on a non-binding, advisory basis, the compensation paid to our named executive officers (the “Say-on-Pay Vote”).
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| Votes |
For |
| 38,809,139 |
Against |
| 1,568,478 |
Abstain |
| 237,308 |
Broker Non-Vote | 14,212,294 |
Proposal No. 4 – Recommendation of the Frequency of Future Say-on-Pay Votes – 1 Year Frequency Recommended. Shareholders were asked to vote to recommend, on a non-binding, advisory basis, the frequency of future Say-on-Pay votes.
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| Votes |
1 Year |
| 31,944,233 |
2 Years |
| 29,863 |
3 Years |
| 8,490,698 |
Abstain | 150,131 | |
Broker Non-Vote | 14,212,294 |
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.
| STRONGBRIDGE BIOPHARMA PLC | |
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| By: | /s/ Richard S. Kollender |
| Name: | Richard S. Kollender |
| Title: | President, Chief Financial Officer |
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Date: May 14, 2021 | ||
Document and Entity Information |
May 13, 2021 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | May 13, 2021 |
| Entity Registrant Name | STRONGBRIDGE BIOPHARMA plc |
| Entity Incorporation, State or Country Code | L2 |
| Entity File Number | 001-37569 |
| Entity Tax Identification Number | 98-1275166 |
| Entity Address, Address Line One | 900 Northbrook Drive |
| Entity Address, Adress Line Two | Suite 200 |
| Entity Address, City or Town | Trevose |
| Entity Address, State or Province | PA |
| Entity Address, Postal Zip Code | 19053 |
| City Area Code | 610 |
| Local Phone Number | 254-9200 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Ordinary shares, par value $0.01 per share |
| Trading Symbol | SBBP |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
| Entity Central Index Key | 0001634432 |
| Amendment Flag | false |