Form 8-K

 

 

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 27, 2014

 

 

Horizon Pharma, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35238   27-2179987
(State of incorporation)  

(Commission

File No.)

 

(IRS Employer

Identification No.)

520 Lake Cook Road, Suite 520, Deerfield, Illinois 60015

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (224) 383-3000

 

 

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 CFR 240.14d-2(b))

 

¨ 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.

(e) On June 27, 2014, our 2011 Equity Incentive Plan, as amended (the “2011 EIP”), was amended to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the 2011 EIP by 10,000,000 shares.

A complete copy of the 2011 EIP, as amended, is filed herewith as Exhibit 99.1. The above summary of the amendment to the 2011 EIP does not purport to be complete and is qualified in its entirety by reference to such exhibit.

 

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

Set forth below are the results of the matters submitted for a vote of stockholders at our 2014 Annual Meeting of Stockholders held on June 27, 2014.

Proposal 1 — Election of Directors.

The following directors were elected to serve for three-year terms until the 2017 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.

 

Director Elected

   Number of Shares
Voted For
   Number of Shares Voted
Against or Withheld
   Broker Non-Votes

Gino Santini

   54,611,600    1,312,736    12,258,791

Timothy P. Walbert

   53,369,835    2,554,501    12,258,791

Proposal 2 — Approval of an Amendment to our 2011 EIP.

 

For

  

Against

    

Abstain

    

Broker Non-Votes

52,573,917

     3,329,325         21,094       12,258,791

Proposal 3 — Approval of the Issuance of our Common Stock upon the Conversion of Convertible Senior Notes.

 

For

  

Against

  

Abstain

  

Broker Non-Votes

55,771,459

   124,867    28,010    12,258,791

Proposal 4 — Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Fiscal Year ending December 31, 2014.

 

For

  

Against

  

Abstain

  

Broker Non-Votes

68,084,400

   60,540    38,187    0

Proposal 5 — Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers.

 

For

  

Against

  

Abstain

  

Broker Non-Votes

51,027,900

   4,862,175    34,261    12,258,791

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

99.1    2011 Equity Incentive Plan, as amended, and Form of Option Agreement and Form of Stock Option Grant Notice thereunder.


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.

 

Date: July 2, 2014    HORIZON PHARMA, INC.
   By:   

/s/ Robert J. De Vaere

      Robert J. De Vaere
      Executive Vice President and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    2011 Equity Incentive Plan, as amended, and Form of Option Agreement and Form of Stock Option Grant Notice thereunder.