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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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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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 5.07Submission of Matters to a Vote of Security Holders
On July 21, 2021, La Jolla Pharmaceutical Company (the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the following proposals, which are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A that was filed with the U.S. Securities and Exchange Commission on June 4, 2021 (the “Proxy Statement”):
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1. |
Election of the 6 director nominees named in the Proxy Statement to serve until the 2022 Annual Meeting of Shareholders and until their successors are duly elected and qualified; |
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Ratification of the selection of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021; and |
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3. |
Approval of the change of corporate domicile of the Company from California to Delaware. |
Only shareholders of record at the close of business on June 1, 2021 (the “Record Date”) were entitled to vote at the Annual Meeting. At the close of business on the Record Date, 27,471,378 shares of common stock were issued and outstanding, of which 22,249,238 shares of common stock were present at the Annual Meeting, either in attendance via the live webcast or represented by proxy.
Each of the proposals voted on at the Annual Meeting was approved by the Company’s shareholders. The Company intends to consummate the change of its corporate domicile form California to Delaware in the third quarter of 2021. The final voting results with respect to each of the proposals are set forth below:
Proposal 1: Election of Directors
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Name of Director Nominees |
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For |
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Against |
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Abstain |
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Broker Non-vote |
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Kevin Tang |
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18,865,778 |
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164,950 |
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27,196 |
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3,191,314 |
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Larry Edwards |
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18,790,098 |
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203,943 |
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63,883 |
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3,191,314 |
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Craig Johnson |
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18,344,957 |
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651,175 |
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61,792 |
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3,191,314 |
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Laura Johnson |
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18,628,323 |
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352,986 |
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76,615 |
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3,191,314 |
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David Ramsay |
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18,751,517 |
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244,921 |
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61,486 |
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3,191,314 |
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Robert Rosen |
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18,419,900 |
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561,167 |
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76,857 |
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3,191,314 |
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Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm
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For |
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Against |
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Abstain |
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22,124,016 |
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54,945 |
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70,277 |
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Proposal 3: Approval of Change of Corporate Domicile of the Company from California to Delaware
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For |
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Against |
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Abstain |
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Broker Non-vote |
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Unvoted |
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18,887,876 |
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153,400 |
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16,648 |
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3,191,314 |
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5,222,140 |
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Additionally, holders of Series C-12 Convertible Preferred Stock (the “Preferred Stock”) were entitled to vote on Proposal 3. All 3,906 shares of Preferred Stock issued and outstanding as of the record date voted in favor of Proposal 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.
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LA JOLLA PHARMACEUTICAL COMPANY |
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Date: July 27, 2021 |
By: |
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/s/ Michael Hearne |
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Michael Hearne |
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Chief Financial Officer |