UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 26, 2017

 

 

ACHIEVE LIFE SCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   033-80623   95-4343413

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

19820 North Creek Parkway

Bothell, Washington

  98011
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (425) 686-1500

 

 

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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As noted below, on October 26, 2017, the stockholders of Achieve Life Sciences, Inc. (the “ Company ”) approved an amendment to the Company’s certificate of incorporation to eliminate cumulative voting for the election of directors. On October 31, 2017, the Company filed the Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect such amendment. A copy of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 to this report.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Company was held on October 26, 2017. The following is a brief description of each matter voted upon and the certified voting results.

(1) Election of seven directors to serve until the Company’s next annual meeting or until the directors’ successors are duly elected and qualified:

 

    For     Withhold     Broker
Non-Votes
 
Anthony Clarke     8,369,059       36,330       1,202,001  
Scott Cormack     8,368,850       36,539       1,202,001  
Donald Joseph     8,370,127       35,262       1,202,001  
Martin Mattingly     8,349,445       55,944       1,202,001  
Jay Moyes     8,369,959       35,430       1,202,001  
Stewart Parker     8,348,649       56,740       1,202,001  
Richard Stewart     8,369,946       35,443       1,202,001  

Pursuant to the foregoing votes, the nominees listed above were elected as directors to serve on the Company’s board of directors.

(2) Ratification the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017:

 

For     Against     Abstain     Broker
Non-votes
 
  9,525,027       72,619       9,744       0  

Pursuant to the foregoing votes, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified.

 

2


(3) Approval of the Company’s 2017 Equity Incentive Plan:

 

For     Against     Abstain     Broker
Non-votes
 
  8,137,796       259,880       7,713       1,202,001  

Pursuant to the foregoing votes, this matter was approved.

(4) Approval of the Company’s 2017 Employee Stock Purchase Plan:

 

For     Against     Abstain     Broker
Non-votes
 
  8,317,559       83,118       4,712       1,202,001  

Pursuant to the foregoing votes, this matter was approved.

(5) Approval of an amendment to the Company’s Certificate of Incorporation, as amended, to eliminate cumulative voting for the election of directors:

 

For     Against     Abstain     Broker
Non-votes
 
  8,223,174       177,880       4,335       1,202,001  

Pursuant to the foregoing votes, this matter was approved.

(6) Approval, by a non-binding advisory vote, of the compensation paid by the Company to its named executive officers:

 

For     Against     Abstain     Broker
Non-votes
 
  8,378,329       19,905       7,155       1,202,001  

Pursuant to the foregoing votes, this matter was approved.

(7) Indication, by a non-binding advisory vote, whether future non-binding advisory votes to approve the compensation paid by the Company to its named executive officers should be held every one, two, or three years:

 

     Votes  

One Year

     2,169,164  

Two Years

     6,571  

Three Years

     6,223,982  

Abstain

     5,672  

Broker Non-Votes

     1,202,001  

Pursuant to the foregoing votes, a frequency of three years was indicated as the preferred frequency. Consistent with the recommendation of the Company’s Board of Directors and the outcome of the stockholder vote regarding this proposal, the Company’s Board of Directors determined to hold an advisory vote once every three years to approve the compensation paid by the Company to its named executive officers.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit

Number

  

Exhibit Title or Description

3.1    Certificate of Amendment (Elimination of Cumulative Voting) to the Restated Certificate of Incorporation of the Company, dated October 31, 2017.

 

3


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.

 

ACHIEVE LIFE SCIENCES, INC.
By:   /s/ John Bencich
 

 

  John Bencich
  Chief Financial Officer

Date: November 1, 2017

 

4

Exhibit 3.1

ACHIEVE LIFE SCIENCES, INC.

CERTIFICATE OF AMENDMENT

TO THE

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

ACHIEVE LIFE SCIENCES, INC. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:

1. The name of the corporation is Achieve Life Sciences, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of Delaware on March 22, 1995 under the name Sonus Pharmaceuticals, Inc.

2. The Amendment of the Second Amended and Restated Certificate of Incorporation of the Corporation in the form set forth in the following resolution has been duly adopted in accordance with the provisions of Sections 211 and 242 of the DGCL by the directors and stockholders of the Corporation:

WHEREAS, the Board deems it advisable and in the best interests of the Company and its stockholders to amend the Company’s current Certificate of Incorporation, as amended, to eliminate the cumulative voting for the election of directors (the “ Certificate Amendment ”);

NOW, THEREFORE, BE IT HEREBY RESOLVED that the Certificate Amendment is hereby approved, and such Certificate Amendment shall be submitted to the Company’s stockholders for approval at the Annual Meeting.

3. The Certificate of Amendment shall therefore be revised such that Article X—Cumulative Voting shall be deleted in its entirety and Article XI—Amendment of Certificate of Incorporation and Article XII—Perpetual Existence shall be renumbered as Article X—Amendment of Certificate of Incorporation and Article XI—Perpetual Existence. All other provisions of the Second Amended and Restated Certificate of Incorporation remain in full force and effect.

4. This Certificate of Amendment shall be effective upon filing.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of this 31st day of October, 2017.

 

ACHIEVE LIFE SCIENCES, INC.
By:  

/s/ JOHN BENCICH

  John Bencich
  Executive Vice President, Chief Financial Officer and Chief Operating Officer