8-K
CATALYST PHARMACEUTICALS, INC. (CPRX)
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): August 22, 2023
CATALYST PHARMACEUTICALS, INC.
(Exact Name Of Registrant As Specified In Its Charter)
| Delaware | 001-33057 | 76-0837053 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
| 355 Alhambra Circle<br> <br>Suite 801<br> <br>Coral Gables, Florida | 33134 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (305) 420-3200
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:
| ☐ | 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 CFR240.14d-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 | Name of Exchange<br> <br>on Which Registered | Ticker<br> <br>Symbol |
|---|---|---|
| Common Stock, par value $0.001 per share | NASDAQ Capital Market | CPRX |
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 |
|---|
At the Company’s 2023 Annual Meeting of Stockholders held on August 22, 2023 (“Annual Meeting”), Patrick J. McEnany, Richard J. Daly, Donald A. Denkhaus, Molly Harper, Charles B. O’Keeffe, Tamar Thompson, and David S. Tierney were elected to the Company’s Board of Directors (“Board”) to serve until the 2024 Annual Meeting of Stockholders or until their successor is duly elected and qualified, or until their earlier death, resignation or removal.
As previously announced, Philip H. Coelho, an independent member of the Board, did not stand for re-election at the Annual Meeting. Mr. Coelho had been a member of the Board since October 2002. His decision to retire from the Board was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
|---|
The final voting results on the matters considered at the Annual Meeting were as follows:
| 1. | Election of Directors: | |||
|---|---|---|---|---|
| Name | Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| --- | --- | --- | --- | --- |
| Patrick J. McEnany | 74,672,480 | 1,183,192 | 102,149 | 12,395,336 |
| Richard J. Daly | 75,023,592 | 828,218 | 106,011 | 12,395,336 |
| Donald A. Denkhaus | 74,450,695 | 1,229,833 | 277,293 | 12,395,336 |
| Molly Harper | 74,886,349 | 795,997 | 275,475 | 12,395,336 |
| Charles B. O’Keeffe | 74,257,213 | 1,421,102 | 279,506 | 12,395,336 |
| Tamar Thompson | 75,486,875 | 193,861 | 277,085 | 12,395,336 |
| David S. Tierney | 60,628,318 | 15,052,826 | 276,677 | 12,395,336 |
| 2. | Approval of an amendment to our 2018 Stock Incentive Plan: | |||
| --- | --- | |||
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |
| --- | --- | --- | --- | |
| 73,160,219 | 2,659,621 | 137,981 | 12,395,336 | |
| 3. | Approval, on an advisory basis, of 2022 compensation of our named executive officers: | |||
| --- | --- | |||
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |
| --- | --- | --- | --- | |
| 72,610,991 | 2,909,780 | 437,050 | 12,395,336 |
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| 4. | Ratification of the selection of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023: | |
|---|---|---|
| Votes For | Votes Against | Votes Abstained |
| --- | --- | --- |
| 87,621,416 | 277,620 | 454,121 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Catalyst Pharmaceuticals, Inc. | |
|---|---|
| By: | /s/ Alicia Grande |
| Alicia Grande | |
| Vice President, Treasurer and CFO |
Dated: August 25, 2023
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