HRTX 8-K
Heron Therapeutics, Inc. /De/ (HRTX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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):
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Securities registered pursuant to Section 12(b) of the Act:
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The |
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 5.07 Submission of Matters to a Vote of Security Holders.
At the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Heron Therapeutics, Inc. (the “Company”) held on June 12, 2025, the Company’s stockholders voted on four proposals, including: (1) to elect six director nominees: Craig Collard, Sharmila Dissanaike, M.D., FACS, FCCM, Craig Johnson, Michael Kaseta, Adam Morgan, and Christian Waage to serve until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal; (2) to ratify the appointment of Withum Smith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; (3) to approve, on a nonbinding advisory basis, compensation paid to the Company’s Named Executive Officers during the fiscal year ended December 31, 2024; and (4) to approve, on a nonbinding advisory basis, the frequency of future advisory votes on the compensation paid to the Company’s Named Executive Officers.
Only stockholders of record as of the close of business on April 15, 2025 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, 152,530,696 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 120,003,504 shares of common stock of the Company were represented in person and by proxy, constituting a quorum for the Annual Meeting. .
The votes with respect to each of the four proposals voted on at the Annual Meeting are set forth below:
Proposal 1: The Company’s stockholders elected the six director nominees to serve until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal:
Name of Director Nominee |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
Mr. Collard |
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82,777,195 |
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1,274,608 |
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47,119 |
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35,904,582 |
Dr. Dissanaike |
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81,364,822 |
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2,625,421 |
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108,679 |
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35,904,582 |
Mr. Johnson |
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81,742,495 |
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2,302,736 |
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53,691 |
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35,904,582 |
Mr. Kaseta |
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81,849,779 |
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2,202,021 |
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47,122 |
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35,904,582 |
Mr. Morgan |
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82,815,802 |
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1,225,808 |
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57,312 |
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35,904,582 |
Mr. Waage |
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79,359,803 |
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4,687,202 |
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51,917 |
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35,904,582 |
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Proposal 2: The Company’s stockholders ratified the appointment of Withum Smith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
118,578,049 |
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1,033,191 |
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392,264 |
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0 |
Proposal 3: The Company’s stockholders approved, on a nonbinding advisory basis, the compensation paid to the Company’s Named Executive Officers during the fiscal year ended December 31, 2024:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
79,260,872 |
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3,528,575 |
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1,309,475 |
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35,904,582 |
Proposal 4: The Company’s stockholders approved, on a nonbinding advisory basis, conducting future advisory votes on the compensation paid to the Company’s Named Executive Officers on an annual basis:
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1 Year |
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2 Years |
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3 Years |
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Abstain |
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Broker Non-Votes |
80,506,750 |
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326,356 |
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2,218,888 |
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1,046,928 |
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35,904,582 |
In light of this vote and consistent with the Company’s recommendation, the Company intends to include a non-binding, advisory vote to consider the compensation paid to its Named Executive Officers every year until the next required vote on the frequency of the non-binding advisory vote to approve the compensation paid to Company’s Named Executive Officers. The Company is required to hold a vote on frequency every six years.
Exhibit No. |
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Description |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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Heron Therapeutics, Inc. |
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Date: June 17, 2025 |
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/s/ Ira Duarte |
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Ira Duarte |
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Executive Vice President, Chief Financial Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION OF
HERON THERAPEUTICS, INC.
Heron Therapeutics, Inc. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:
FIRST: That, upon the Effective Time, Section A of Article IV of the Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”), shall be amended and restated in its entirety as follows:
“A. Authorized Capital. The Corporation is authorized to issue two classes of shares of stock to be designated, respectively, “preferred” and “common.” The total number of shares that the Corporation is authorized to issue is Four Hundred Two Million Five Hundred Thousand (402,500,000). The number of shares of common stock authorized to be issued is Four Hundred Million (400,000,000), each such share to have a par value of $0.01 (“Common Stock”), and the number of preferred shares authorized to be issued is Two Million Five Hundred Thousand (2,500,000), each such share to have a par value of $0.01 (“Preferred Stock”).”
SECOND: The amendment to the Certificate of Incorporation herein was duly adopted by the Corporation’s Board of Directors in accordance with the applicable provisions of Section 242 of the DGCL. An annual meeting of the stockholders of the Corporation was duly called upon notice in accordance with Section 222 of the DGCL and held on June 13, 2024, at which meeting the necessary number of shares were voted in favor of the proposed amendment. The stockholders of the Corporation duly adopted this Certificate of Amendment in accordance with the applicable provisions of Section 242 of the DGCL.
THIRD: The amendment to the Certificate of Incorporation herein shall be effective June 14, 2024 at 12:01 a.m., Eastern Time (the “Effective Time”).
IN WITNESS WHEREOF, said Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer on this 13th day of June, 2024.
HERON THERAPEUTICS, INC.
By: /s/ Craig Collard
Name: Craig Collard
Title: Chief Executive Officer