8-K: Current report filing
Published on March 29, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 28, 2024
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (305 )575-4100
Not Applicable
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Former name or former address, if changed since last report
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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:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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.
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Submission of Matters to a Vote of Security Holders.
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On March 28, 2024, ˹., (the “Company”) held its 2024Annual Meeting of Stockholders (the “Annual Meeting”). Below is a summary of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting and the corresponding votes.
1. All eleven nominees were elected to the Board of Directors with each director receiving votes as follows:
Election of Directors
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For
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Against
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Abstain
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Broker Non-Votes
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Phillip Frost, M.D.
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417,952,041
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22,474,563
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6,171,466
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84,699,761
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Jane H. Hsiao, Ph.D.
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413,880,317
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26,420,093
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6,297,660
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84,699,761 | ||||
Elias A. Zerhouni, M.D.
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414,360,287
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26,147,182
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6,090,601
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84,699,761 | ||||
Steven D. Rubin
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409,265,433
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31,259,959
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6,072,678
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84,699,761 | ||||
Gary J. Nabel, M.D., Ph.D.
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414,266,144
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26,217,873
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6,114,053
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84,699,761 | ||||
Richard M. Krasno, Ph.D.
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433,053,909
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12,897,229
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646,932
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84,699,761 | ||||
Prem A. Lachman, M.D.
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435,390,598
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10,489,096
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718,376
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84,699,761 | ||||
Roger J. Medel, M.D.
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435,237,621
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10,618,192 | 742,257 | 84,699,761 | ||||
John A. Paganelli
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415,788,107
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29,404,640 | 1,405,323 | 84,699,761 | ||||
Richard C. Pfenniger, Jr.
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419,052,214
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26,216,424 | 1,329,432 | 84,699,761 | ||||
Alice Lin-Tsing Yu, M.D., Ph.D.
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438,269,264
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7,742,819 |
585,987
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84,699,761 |
2. The stockholders voted to approve an amendment to the Company’s amended and restated certificate of incorporation to increase the authorized number of shares of the Company’s Common Stock that the Company may issue from 1,000,000,000 shares to 1,250,000,000 shares as disclosed in the 2024 Proxy Statement for the Annual Meeting. The votes on the OPKO authorized share increase proposal were as follows:
For
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Against
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Abstain
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492,393,778
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37,918,739
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985,314
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3. The stockholders voted to approve, on a non-binding advisory basis, the compensation of the named executive officers of the Company as disclosed in the Company’s 2024Proxy Statement for the Annual Meeting. The votes on this proposal were as follows:
For
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Against
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Abstain
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Broker Non-Votes
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431,121,613.12
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13,954,192
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1,522,264.675
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84,699,761
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4. The stockholders voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The votes on this proposal were as follows:
For
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Against
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Abstain
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Broker Non-Votes
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519,634,618
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10,186,987
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1,476,226
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0
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No other matters were considered or voted upon at the meeting.
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.
˹.
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By:
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/s/ Steven D. Rubin
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Date: March 29, 2024
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Name:
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Steven D. Rubin
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Title:
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Executive Vice President-Administration
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