UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): June 5, 2019

 

 

Clovis Oncology, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35347   90-0475355
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (I.R.S. Employer
Identification No.)

 

5500 Flatiron Parkway, Suite 100
Boulder, Colorado 		  80301
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (303) 625-5000

Not Applicable

(Former name or former address, if changed since last report)

 

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading symbol(s)

 

Name of each exchange on which registered

Common Stock par Value $0.001 per Share   CLVS   The NASDAQ Global Select Market

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 5, 2019, Dr. M. James Barrett informed Clovis Oncology, Inc. (the “Company”) that he would resign from the Board of Directors of the Company (the “Board”) effective immediately. Dr. Barrett’s resignation from the Board did not result from any disagreement with the Company, other directors or members of management.

On June 6, 2019, Ms. Ginger L. Graham, a current director of the Company, was elected as Chairman of the Board to succeed Dr. Barrett following his resignation from the Board.

 

Item 5.03

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

On April 11, 2019, the Board approved an amendment, subject to stockholder approval, to the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of common stock authorized to be issued by the Company from 100,000,000 to 200,000,000. On June 6, 2019, the stockholders of the Company approved this amendment at the Company’s 2019 Annual Meeting of Stockholders (the “Annual Meeting”). The Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company was filed with the Secretary of State of Delaware on June 6, 2019, and became effective upon filing. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Company was held on June 6, 2019. At the Annual Meeting, the stockholders of the Company voted on the following four proposals and cast their votes as described below.

Proposal One

The individuals listed below were elected at the Annual Meeting to serve a three-year term on the Company’s Board of Directors (the “Board”).

 

     For      Withheld      Broker Non-Votes  

Brian G. Atwood

     31,930,017        4,477,835        11,707,356  

James C. Blair

     31,352,862        5,054,990        11,707,356  

Richard A. Fair

     34,480,531        1,927,321        11,707,356  

Paul H. Klingenstein

     34,244,040        2,163,812        11,707,356  

Proposal Two

Proposal two was to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of common stock authorized for issuance by the Company from 100,000,000 to 2000,000,000. This proposal was approved.

 

For

  

Against

  

Abstained

  

Broker Non-Votes

42,711,534    5,342,108    61,566    —

Proposal Three

Proposal three was to hold an advisory vote on the compensation of the Company’s named executive officers, as described in the proxy materials. This proposal was approved.

 

For

  

Against

  

Abstained

  

Broker Non-Votes

33,535,731    2,843,738    28,383    11,707,356

 

 

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Proposal Four

Proposal four was to ratify the appointment of Ernst & Young LLP as auditors of the Company for fiscal year ending December 31, 2019, as described in the proxy materials. This proposal was approved.

 

For

  

Against

  

Abstained

  

Broker Non-Votes

47,525,694    482,064    107,450    —

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

  

Description

3.1

   Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, dated June 6, 2019

 

 

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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.

 

    CLOVIS ONCOLOGY, INC.
June 6, 2019     By:   /s/ Paul Gross
    Name:   Paul Gross
    Title:   Executive Vice President, General Counsel and Chief Compliance Officer

 

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Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

CLOVIS ONCOLGY, INC.

(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)

THE UNDERSIGNED , being a duly appointed and authorized officer of Clovis Oncology, Inc., a corporation organized and existing under and by virtue of the laws of the State of Delaware (the “ Corporation ”), does hereby certify, on behalf of the Corporation, as follows for the purpose of amending the Corporation’s Amended and Restated Certificate of Incorporation:

 

FIRST:

   The name of the corporation is Clovis Oncology, Inc.

SECOND:

   The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of Delaware on April 20, 2009, which was amended and restated on May 15, 2009, which was further amended on May 25, 2011 and September 22, 2011 and then amended and restated on November 21, 2011.

THIRD:

   That the board of directors of the Corporation duly adopted resolutions approving the following amendment (the “ Amendment ”) to the Amended and Restated Certificate of Incorporation of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “ DGCL ”), declaring such Amendment to be advisable and calling for the stockholders of the Corporation to approve such Amendment.

FOURTH:

   The Amendment was duly adopted and approved in accordance with the provisions of Section 242 of the DGCL by the required vote of the stockholders of the Corporation at the 2019 Annual Meeting of Stockholders of the Corporation.

FIFTH:

  

That the Corporation’s Amended and Restated Certificate of Incorporation is hereby amended as provided herein. The first sentence of Article IV of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read as follows:

 

“The total number of shares of stock that the Corporation shall have authority to issue is 210,000,000 shares, consisting of 200,000,000 shares of Common Stock, $0.001 par value per share (the “Common Stock”), and 10,000,000 shares of Preferred Stock, $0.001 par value per share (the “Preferred Stock”).”

SIXTH:

   Except as expressly amended by this Amendment, the provisions of the Amended and Restated Certificate of Incorporation of the Corporation shall remain in full force and effect.

* * * * * * *

IN WITNESS WHEREOF, this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation has been executed this 6 th day of June, 2019.

 

CLOVIS ONCOLOGY, INC.
By:   /s/ Paul E. Gross
  Name: Paul E. Gross
  Title: Secretary

 

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