Form 8-K/A PROGENICS PHARMACEUTICAL For: Jul 11

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

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FORM 8-K/A

(Amendment No. 1)

 

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CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 11, 2019 

 

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Progenics Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware		000-23143		13-3379479
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
One World Trade Center, 47th Floor, New York, New York 10007
(Address of Principal Executive Offices)                               (Zip Code)
Registrant’s telephone number, including area code:  (646) 975-2500
Not Applicable
(Former name or former address, if changed since last report)

 

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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:

 

☐  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, par value $0.0013	PGNX	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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. ☐

 

 

This Current Report on Form 8-K/A is being filed by Progenics Pharmaceuticals, Inc. (the “Company”) as an amendment (the “Amendment”) to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on July 17, 2019 to announce the preliminary voting results of the Company’s 2019 annual meeting of shareholders (the “Annual Meeting”) held on July 11, 2019. This Amendment is being filed to disclose the final voting results as provided by First Coast Results, Inc., the independent Inspector of Election (the “Inspector of Election”) for the Annual Meeting.

 

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

 

On July 19, 2019, the Inspector of Election delivered its final report that certified the final voting results for the Annual Meeting. Set forth below are the final voting results as provided by the Inspector of Election for the Annual Meeting for the proposals considered and voted upon at the Annual Meeting. Because of the contested nature of the Annual Meeting, there were no broker non-votes on any proposal submitted to a vote at the Annual Meeting. Present at the Annual Meeting, either in person or by proxy, were holders of 65,742,104 shares of the Company’s common stock, constituting a quorum of the Company’s outstanding shares.

 

Proposal 1:     Election of Directors.

 

Nominees		Votes For		Votes Against		Abstentions
Peter J. Crowley		22,840,259		42,226,653		675,192
Mark R. Baker		36,974,667		20,865,674		7,901,763
Bradley L. Campbell		49,788,644		1,628,563		14,324,897
Karen J. Ferrante		49,841,525		5,765,245		10,135,334
Michael D. Kishbauch		22,847,869		42,164,606		729,629
David A. Scheinberg		49,847,264		5,869,998		10,024,842
Nicole S. Williams		49,664,498		5,963,635		10,113,971

 

In accordance with the Company’s bylaws, Mr. Crowley and Mr. Kishbauch each submitted a contingent resignation on July 11, 2019, which will become effective only if the Board of Directors (the “Board”) accepts the resignation. As required under the Company’s bylaws, the Nominating and Corporate Governance Committee is considering these matters and will recommend to the Board the action to be taken with respect to the tendered contingent resignations. The Board will determine whether to accept such resignations, or what other action should be taken, in accordance with the Company’s bylaws.

 

Proposal 2:     Ratification of Selection of Independent Registered Public Accounting Firm.

 

Votes For		Votes Against		Abstentions
62,025,907		1,215,364		2,500,833

 

Proposal 3:     Advisory Vote on Executive Compensation.

 

Votes For		Votes Against		Abstentions
35,960,251		28,424,309		1,357,544

 

 

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.

 

	PROGENICS PHARMACEUTICALS, INC.
	By:	/s/ Patrick Fabbio
		Patrick Fabbio
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

 

 

Date: July 22, 2019

 

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