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 11, 2018

 

CASI PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

  

DELAWARE   0-20713   58-1959440
(State or other jurisdiction of
incorporation or organization) 		 

(Commission File Number)

 

 

(IRS Employer Identification

No.)

 

9620 Medical Center Drive, Suite 300

Rockville, Maryland

 

 (Address of principal executive offices)

 

20850

 

(Zip Code)

 

(240) 864-2600

 

(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))

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e) CASI Pharmaceuticals, Inc. (the “Company”) held its 2018 annual meeting of stockholders (the “Annual Meeting”) on June 11, 2018. At the Annual Meeting, the Company’s stockholders approved amendments to the Company’s 2011 Long-Term Incentive Plan (the “2011 Plan”).

 

Under the amendments to the 2011 Plan, the number of shares of Common Stock reserved for issuance increased from 14,230,000 to 20,230,000 and the limit on the maximum number of shares of Common Stock that may be granted during any calendar year to any one individual was eliminated. The Company’s executive officers and directors are eligible to receive awards under the 2011 Plan in accordance with the terms and conditions set forth therein. A copy of the 2011 Plan was filed with the Securities and Exchange Commission on April 17, 2018 as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) for the Annual Meeting and is incorporated herein by reference.

 

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

 

At the Annual Meeting, the Company’s stockholders considered and approved three proposals, each of which is described in more detail in the Proxy Statement. The following is a brief description of each matter voted upon at the Annual Meeting, and the final voting results for each matter, including the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter.

 

Election of Directors .  Each of Wei-Wu He, PhD, Ken K. Ren, PhD and Rajesh C. Shrotriya, MD was elected to serve as a member of the Board of Directors for a term expiring at the annual meeting of stockholders as indicated in the Proxy Statement and until his successor is duly elected and qualified, as follows:

 

Director   FOR   WITHHELD   BROKER NON-VOTES
Wei-Wu He, PhD   57,480,581   986,898   16,845,184
Ken K. Ren, PhD   57,507,626   959,853   16,845,184
Rajesh C. Shrotriya, MD   46,808,582   11,658,897   16,845,184

 

Approval of amendments to the 2011 Long-Term Incentive Plan. The stockholders voted to approve the amendments to the 2011 Plan, as follows:

 

FOR   57,340,144
AGAINST   1,102,579
ABSTAIN   24,756
BROKER NON-VOTES   16,845,184

   

Approval of the issuance of equity compensation to the Company’s Executive Chairman. The stockholders voted to approve the issuance of option grants to the Executive Chairman pursuant to Nasdaq Listing Rule 5635(c) and, if applicable, Nasdaq Listing Rule 5635(b), as follows:

 

FOR   57,440,728
AGAINST   998,487
ABSTAIN   28,264
BROKER NON-VOTES   16,845,184

 

 

 

 

Ratification of Independent Registered Public Accountants .  The stockholders voted to ratify the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018, as follows:

 

FOR   75,050,096
AGAINST   179,056
ABSTAIN   83,511
BROKER NON-VOTES   0

 

Item 9.01 Financial Statements and Exhibits.

 

(d)   Exhibits

 

10.1 CASI Pharmaceuticals, Inc. 2011 Long-Term Incentive Plan, as amended (previously filed with, and incorporated herein by reference to, the Company’s Definitive Proxy Statement filed on April 17, 2018)

 

 

 

 

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.

 

  CASI PHARMACEUTICALS, INC.  
     
  /s/ Cynthia W. Hu  
  Cynthia W. Hu  
  Chief Operating Officer, General Counsel & Secretary

 

Date: June 11, 2018

 

 

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