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Delaware
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001-33528
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75-2402409
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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.) |
4400 Biscayne Blvd. Miami, Florida
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33137
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(Address of Principal Executive Offices)
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(Zip Code)
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Not Applicable
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Former name or former address, if changed since last report
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Emerging growth company
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o
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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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Common Stock
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OPK
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NASDAQ Global Select Market
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ITEM 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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ITEM 5.07.
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Submission of Matters to a Vote of Security Holders.
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1.
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All nine nominees were elected to the Board of Directors with each director receiving votes as follows:
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Election of Directors
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For
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Withheld
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Broker Non-Votes
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Phillip Frost, M.D.
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360,959,527
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13,881,686
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129,623,450
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Jane H. Hsiao, Ph.D.
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321,761,978
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53,079,235
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129,623,450
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Steven D. Rubin
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321,134,297
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53,706,916
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129,623,450
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Robert S. Fishel, M.D.
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363,916,903
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10,924,310
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129,623,450
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Richard M. Krasno, Ph.D.
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366,983,988
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7,857,225
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129,623,450
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Richard A. Lerner, M.D.
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366,296,459
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8,544,754
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129,623,450
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John A. Paganelli
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339,795,674
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35,045,539
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129,623,450
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Richard C. Pfenniger, Jr.
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366,883,611
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7,957,602
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129,623,450
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Alice Lin-Tsing Yu, M.D., Ph.D.
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367,145,849
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7,695,364
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129,623,450
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2.
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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 750 million shares to 1 billion shares as disclosed in the 2019 Proxy Statement for the Annual Meeting. The votes on the OPKO Authorized Share Increase Proposal were as follows:
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For
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Against
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Abstain
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466,547,752
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35,671,721
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2,245,191
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3.
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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 2019 Proxy Statement for the Annual Meeting. The votes on this proposal were as follows:
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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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351,096,471
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22,996,698
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748,045
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12,623,450
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4.
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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, 2019. The votes on this proposal were as follows:
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For
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Against
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Abstain
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499,815,890
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3,425,402
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1,223,371
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ITEM 7.01.
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Regulation FD
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ITEM 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description
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3.1
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Certificate of Amendment to Amended and Restated Certificate of Incorporation of OPKO Health, Inc.
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Exhibit No.
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Description
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3.1
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OPKO Health, Inc.
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By:
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/s/ Adam Logal
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Date: June 21, 2019
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Name:
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Adam Logal
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Title:
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Senior Vice President, Chief Financial Officer
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