Form 8-K Deciphera Pharmaceutical For: Jun 23

 

 

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 23, 2022

 

Deciphera Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-38219		30-1003521
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

200 Smith Street, Waltham, Massachusetts		02451
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (781) 209-6400

 

(Former name or former address, if changed from 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 203.425)

 

☐	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 Exchange Act:

 

Title of each class		Trading Symbol		Name of exchange on which registered
Common Stock, $0.01 Par Value		DCPH		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.

The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Deciphera Pharmaceuticals, Inc. (the “Company”) was held on June 23, 2022. At the Annual Meeting, there were present, in person or by proxy, holders of 52,346,970.49 shares of common stock, or approximately 89.15% of the total outstanding shares eligible to be voted. The holders present voted on the three proposals presented at the Annual Meeting as follows.

Proposal One - Election of Directors

The Company’s stockholders approved the election of three Class II directors to the Company’s Board of Directors (“Board”) by the following votes:

 

Nominee		Votes For				Votes Withheld				Broker Non-Votes
Steven L. Hoerter			41,524,194.62				8,562,072.86				2,260,703
Susan L. Kelley, M.D.			39,130,107.10				10,956,160.38				2,260,703
John R. Martin			40,282,916.55				9,803,350.93				2,260,703

Proposal Two - Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the Annual Meeting pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the narrative disclosures that accompany the compensation tables. The final votes were:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
33,662,657.64		16,408,762.45		14,847.38		2,260,703

Proposal Three - Ratification of Appointment of Independent Accounting Firm

The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2022 by the following votes:

 

Votes For		Votes Against		Abstentions
47,607,579.05		4,726,437.37		12,954.06

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.

 

				DECIPHERA PHARMACEUTICALS, INC.
Date: June 24, 2022				By:		/s/ Steven L. Hoerter
				Name:		Steven L. Hoerter
				Title:		President and Chief Executive Officer