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 9, 2016

 

AMICUS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33497

 

71-0869350

(State or other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

1 Cedar Brook Drive, Cranbury, NJ

 

08512

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (609) 662-2000

 

 

(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:

 

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

 

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

 

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

 

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

 

 

 



 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(d)  On June 9, 2016, Craig A. Wheeler was elected to the Board of Directors of Amicus Therapeutics, Inc. (the “Company”) as a Class II director. Mr. Wheeler joins the Board of Directors as an independent director and is expected to serve on the Compensation Committee and Science and Technology Committee.

 

There is no arrangement or understanding between Mr. Wheeler and any other person pursuant to which Mr. Wheeler was elected as director of the Company. There are no relationships or transactions in which Mr. Wheeler has or will have an interest, or was or is a party, requiring disclosure under Item 404(a) of Regulation S-K.

 

(e) On June 9, 2016, the stockholders of the Company approved the Amended and Restated 2007 Equity Incentive Plan (the “Plan”) at the Company’s 2016 Annual Meeting of Stockholders (the “Annual Meeting”). The amendments to the Plan make an additional 15,000,000 shares of the Company’s common stock available for issuance as equity incentive awards.  Only 5,000,000 shares may be granted or sold as awards of restricted stock, restricted stock units, stock grants and any other similar awards.

 

The foregoing description of the Plan is not complete and is qualified in its entirety by reference to the Plan filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

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

 

At the Annual Meeting, the Company’s stockholders elected John F. Crowley, Margaret G. McGlynn, R.Ph., Michael G. Raab and Glenn P. Sblendorio as Class III directors to serve a three-year term expiring at the 2019 Annual Meeting of Stockholders or until their respective successors have been elected. In addition, the stockholders (i) approved the Amended and Restated 2007 Equity Incentive Plan, (ii) approved the issuance of shares of the Company’s common stock in connection with a specific milestone payment that may become payable to the former Scioderm stockholders in accordance with the NASDAQ Rules, (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016, and (iv) approved, on an advisory basis, the compensation paid to the Company’s named executive officers. The final voting results on these matters were as follows:

 

1.                                      Election of Directors.

 

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

John F. Crowley

 

94,500,872

 

3,210,528

 

17,682,198

 

Margaret G. McGlynn, R.Ph.

 

90,901,020

 

6,810,380

 

17,682,198

 

Michael G. Raab

 

94,469,296

 

3,242,104

 

17,682,198

 

Glenn P. Sblendorio

 

94,702,050

 

3,009,350

 

17,682,198

 

 

2.                                      Approval of the Amended and Restated 2007 Equity Incentive Plan.

 

Votes For

 

Votes Against

 

Votes Abstain

 

Broker Non-Votes

 

68,590,225

 

29,087,596

 

33,579

 

17,682,198

 

 

3.                                      Approval of the issuance of Company common stock to pay a certain milestone payment that may become due to former Scioderm stockholders.

 

Votes For

 

Votes Against

 

Votes Abstain

 

Broker Non-Votes

 

91,348,707

 

6,331,069

 

31,624

 

17,682,198

 

 

4.                                      Ratification of Ernst & Young LLC as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2016.

 

Votes For

 

Votes Against

 

Votes Abstain

 

Broker Non-Votes

 

114,743,204

 

488,343

 

162,051

 

0

 

 

5.                                      Approval, on an advisory basis, of the Company’s executive compensation.

 

Votes For

 

Votes Against

 

Votes Abstain

 

Broker Non-Votes

 

97,376,428

 

284,682

 

50,290

 

17,682,198

 

 



 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.

 

Description

10.1

 

Amended and Restated Amicus Therapeutics, Inc. 2007 Equity Incentive Plan.

 

2



 

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.

 

 

AMICUS THERAPEUTICS, INC.

 

 

 

Date: June 13, 2016

By:

/s/ Ellen S. Rosenberg

 

Name:

Ellen S. Rosenberg

 

Title:

General Counsel and Corporate Secretary

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

10.1

 

Amended and Restated Amicus Therapeutics, Inc. 2007 Equity Incentive Plan.

 

4