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): May 13, 2021

 

STRONGBRIDGE BIOPHARMA plc

(Exact name of registrant as specified in its charter)

 

Ireland (State or other jurisdiction of incorporation)		001-37569 (Commission File Number)		98-1275166 (I.R.S. Employer Identification No.)

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900 Northbrook Drive, Suite 200 Trevose, PA (Address of principal executive offices)		19053 (Zip Code)

 

Registrant’s telephone number, including area code: (610) 254-9200

 

 

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))

 

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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. ☐

 

 

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Item 5.07 Submission of Matters to a Vote of Security Holders

On May 13, 2021, Strongbridge Biopharma plc (the “Company”) held its Annual General Meeting of Shareholders (“AGM”).  Described below are the matters voted upon at the AGM and the voting results for each matter.

Proposal No. 1 – Election of Class III Directors.    Each Class III director nominee was elected to serve a three-year term until the conclusion of the Company’s 2024 annual general meeting and until such time as his successor is duly elected and qualified.

 

		Votes For		Votes Against		Abstain		Broker Non-Votes
David N. Gill		39,417,605	​	1,127,831	​	69,489	​	14,212,294
Garheng Kong		36,176,484	​	4,368,679	​	69,762	​	14,212,294

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Proposal No. 2 – Ratification of Selection of Auditors and Authorization to Determine the Remuneration of the Auditors – Approved.    Shareholders were asked to vote to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 and to authorize, in a binding vote, the board of directors, acting through its Audit Committee, to determine Ernst & Young’s remuneration.

 

		Votes
For		54,675,190
Against		93,419
Abstain		58,610
Broker Non-Vote	​	0

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Proposal No. 3 – Approval of the Compensation Paid to Named Executive Officers – Approved.    Shareholders were asked to vote to approve, on a non-binding, advisory basis, the compensation paid to our named executive officers (the “Say-on-Pay Vote”).

 

		Votes
For		38,809,139
Against		1,568,478
Abstain		237,308
Broker Non-Vote	​	14,212,294

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Proposal No. 4 – Recommendation of the Frequency of Future Say-on-Pay Votes – 1 Year Frequency Recommended.    Shareholders were asked to vote to recommend, on a non-binding, advisory basis, the frequency of future Say-on-Pay votes.

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​	​	​
		Votes
1 Year		31,944,233
2 Years		29,863
3 Years		8,490,698
Abstain	​	150,131
Broker Non-Vote	​	14,212,294

 

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