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): May 24, 2017

 

 

Corcept Therapeutics Incorporated

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-50679   77-0487658
(State or other jurisdiction
of incorporation) 		 

(Commission

File Number)

  (I.R.S. Employer
Identification Number)

149 Commonwealth Drive

Menlo Park, CA 94025

(Address of principal executive offices, with zip code)

(650) 327-3270

(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 (see General Instruction A.2. below):

 

☐ 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 240.14d2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c))

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

On May 24, 2017, we held our annual meeting of stockholders to consider and vote on proposals: 1) to elect seven directors to hold office until our 2018 annual meeting of stockholders and until their successors are elected and qualified, 2) to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017, 3) to approve, by non-binding advisory vote, the compensation of our named executive officers, and 4) to recommend, by non-binding advisory vote, the frequency of the advisory vote on the compensation of our named executive officers.

A total of 113,112,210 shares of Corcept Therapeutics Incorporated common stock held by stockholders of record at the close of business on March 31, 2017 were entitled to vote at the annual meeting. The total number of shares voted at the annual meeting was 108,840,308. The voting on the four matters is set forth below:

Proposal 1 – Election of Directors. The following directors were elected to serve until our 2018 annual meeting of stockholders and until their successors are elected.

 

Director    For      Withheld      Broker Non-Votes  

James N. Wilson

     76,439,309        3,304,730        29,096,269  

G. Leonard Baker, Jr.

     78,066,522        1,677,517        29,096,269  

Joseph K. Belanoff, M.D.

     79,098,591        645,448        29,096,269  

Daniel M. Bradbury

     78,789,622        954,417        29,096,269  

Reneé D. Galá

     78,698,836        1,045,203        29,096,269  

David L. Mahoney

     76,905,824        2,838,215        29,096,269  

Daniel N. Swisher, Jr.

     76,829,166        2,914,873        29,096,269  

Proposal 2 – To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.

 

For

     108,366,793  

Against

     403,043  

Abstain

     70,472  

Broker Non-Votes

     N/A  

Proposal 3 – To approve, by non-binding advisory vote, the compensation of our named executive officers.

 

For

     75,561,267  

Against

     4,089,353  

Abstain

     93,419  

Broker Non-Votes

     29,096,269  

Proposal 4 – To recommend, by non-binding advisory vote, the frequency of the advisory vote on the compensation of our named executive officers.

 

3 years

     45,857,317  

2 years

     1,912,616  

1 year

     31,868,856  

Abstain

     105,250  

Broker Non-Votes

     29,096,269  

Based on the recommendation of our Board of Directors in the proxy statement for the annual meeting and the voting results with respect to the non-binding advisory vote to determine the frequency of advisory votes on the compensation of our named executive officers, our Board of Directors determined that the company will hold an advisory vote on compensation of our named executive officers every three years until the next frequency advisory vote.

SIGNATURE

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.

 

CORCEPT THERAPEUTICS INCORPORATED
By:  

/s/ G. Charles Robb

  Name: G. Charles Robb
  Title:   Chief Financial Officer and Secretary

Date: May 30, 2017

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