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Form 8-K Intra-Cellular Therapies For: Jun 09

June 13, 2022 5:01 PM EDT

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8-K
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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, 2022

 

 

Intra-Cellular Therapies, Inc.

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 001-36274

 

Delaware   36-4742850

(State or other jurisdiction

of incorporation)

 

(IRS Employer

Identification No.)

430 East 29th Street

New York, New York 10016

(Address of principal executive offices, including zip code)

(646) 440-9333

(Registrant’s telephone number, including area code)

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 CFR 240.14d-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

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock   ITCI   The Nasdaq Global Select Market

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.

(a)    On June 9, 2022, Intra-Cellular Therapies, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders. Of 94,301,718 shares of common stock outstanding and eligible to vote as of the record date of April 19, 2022, a quorum of 86,630,915 shares, or 91.87% of the eligible shares, was present or represented by proxy.

(b)    The following actions were taken at such meeting:

1.    The following nominees were reelected to serve on the Company’s Board of Directors as Class III Directors until the Company’s 2025 annual meeting of stockholders and until their successors are duly elected and qualified, based on the following votes:

 

Nominee

   Votes
For
     Votes
Withheld
     Broker
Non-Votes
 

Sharon Mates, Ph.D.

     73,143,030        8,347,135        5,140,750  

Rory B. Riggs

     71,280,811        10,209,354        5,140,750  

Robert L. Van Nostrand

     62,467,894        19,022,271        5,140,750  

2.    The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified, based on the following votes:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

83,854,844   2,746,007   30,064   0

3.    On an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement was approved, based on the following votes:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

68,532,689   12,891,962   65,514   5,140,750

4.    On an advisory basis, “one year” for the frequency of future advisory votes on executive compensation of the Company’s named executive officers was approved, based on the following votes:

 

Every Year

 

Every Two Years

 

Every Three Years

 

Abstentions

 

Broker Non-Votes

74,248,175   36,863   7,131,703   73,424   5,140,750

(d)    In accordance with the stockholder voting results, in which “one year” received the highest number of votes cast on the advisory vote regarding the frequency of holding an advisory vote on the compensation of the Company’s named executive officers, and the Company’s Board of Directors’ recommendation in the Proxy Statement for the Company’s 2022 Annual Meeting of Stockholders, the Board of Directors has determined that future stockholder advisory votes on executive compensation will occur every year. Accordingly, the next stockholder advisory vote on executive compensation will be held at the Company’s 2023 annual meeting of stockholders. The next required stockholder advisory vote regarding the frequency of holding an advisory vote on executive compensation will be in six years at the Company’s 2028 annual meeting of stockholders.


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.

 

INTRA-CELLULAR THERAPIES, INC.
By:  

/s/ Lawrence J. Hineline

  Lawrence J. Hineline
  Senior Vice President of Finance, Chief Financial Officer,
  Treasurer and Assistant Secretary

Date: June 13, 2022



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