UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) As discussed below in Item 5.07, Neurocrine Biosciences, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders approved an amendment of the Company’s 2020 Equity Incentive Plan (the “Amended 2020 Plan”). A summary of the material terms of the Amended 2020 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 5, 2023, and is incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 17, 2023, the Company held its Annual Meeting. As of the close of business on March 20, 2023, the record date for the Annual Meeting, there were 97,525,642 shares of common stock entitled to vote, of which there were 86,527,005 shares present at the Annual Meeting in person or by proxy. At the Annual Meeting, stockholders voted on five matters: (i) the election of three Class III Directors for a term of three years expiring at the 2026 Annual Meeting of Stockholders, (ii) an advisory vote on the compensation paid to the Company’s named executive officers, (iii) an advisory vote on the frequency of advisory voting on the compensation paid to the Company’s named executive officers, (iv) the approval of the Amended 2020 Plan, and (v) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows:
| • | Election of three Class III Directors for a term of three years expiring at the 2026 Annual Meeting of Stockholders. |
| Kevin C. Gorman, Ph.D. |
For | 79,212,382 | Withheld | 2,310,200 | ||||||||
| Gary A. Lyons |
For | 67,873,034 | Withheld | 13,649,548 | ||||||||
| Johanna Mercier |
For | 73,442,103 | Withheld | 8,080,479 |
There were 5,004,423 broker non-votes for this proposal.
The three nominees for Class III Director were elected. The Class I Directors, William H. Rastetter, Ph.D., George J. Morrow, and Leslie V. Norwalk, will continue in office until the 2024 Annual Meeting of Stockholders or until their earlier death, resignation or removal. The Class II Directors, Richard F. Pops, Shalini Sharp, and Stephen A. Sherwin, M.D. will continue in office until the 2025 Annual Meeting of Stockholders, or until their earlier death, resignation or removal.
| • | An advisory vote on the compensation paid to the Company’s named executive officers. |
| Shares Voted: |
For | 75,903,905 | Against | 5,557,583 | Abstain | 61,094 | ||||||||||||||
| Percent of Voted: |
For | 93.11 | % | Against | 6.82 | % |
There were 5,004,423 broker non-votes for this proposal.
The compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, was approved on an advisory basis.
| • | An advisory vote on the frequency of advisory voting on the compensation paid to the Company’s named executive officers. |
| Shares Voted: |
1 Year | 80,717,040 | 2 Years | 23,501 | 3 Years | 725,957 | Abstain | 56,084 | ||||||||||||||||||
| Percent of Voted: |
1 Year | 99.01 | % | 2 Years | 0.03 | % | 3 Years | 0.89 | % |
There were 5,004,423 broker non-votes for this proposal.
In light of this result, the Company will hold future say on pay votes on an annual basis until the next advisory vote on the frequency of say on pay votes occurs.
| • | Approval of the Amended 2020 Plan. |
| Shares Voted: |
For | 69,250,973 | Against | 12,198,955 | Abstain | 72,654 | ||||||||||||||
| Percent of Voted: |
For | 84.95 | % | Against | 14.96 | % |
There were 5,004,423 broker non-votes for this proposal.
The Amended 2020 Plan was approved.
| • | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. |
| Shares Voted: |
For | 80,314,052 | Against | 6,163,365 | Abstain | 49,588 | ||||||||||||||
| Percent of Voted: |
For | 92.82 | % | Against | 7.12 | % |
The appointment of Ernst & Young LLP was ratified.
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.
| NEUROCRINE BIOSCIENCES, INC. | ||
| Dated: May 19, 2023 | /s/ Darin M. Lippoldt | |
| Darin M. Lippoldt | ||
| Chief Legal Officer | ||