Current Report Filing (8-k)
April 26 2019 - 4:41PM
Edgar (US Regulatory)
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): April 26, 2019 (April 25, 2019)
Alnylam Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-36407
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77-0602661
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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300 Third Street, Cambridge, MA
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02142
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (617)
551-8200
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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 5.03.
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Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On April 25, 2019, Alnylam Pharmaceuticals, Inc. (the Company) held its 2019 Annual Meeting of Stockholders (the Annual
Meeting). Following the receipt of stockholder approval at the Annual Meeting as described in Item 5.07 of this Current Report on Form
8-K,
the Company filed (i) a Certificate of Amendment to the
Companys Restated Certificate of Incorporation to permit the holders of at least a majority of its common stock to call special meetings of the stockholders, subject to certain requirements (the Special Meeting Certificate of
Amendment), (ii) a Certificate of Amendment to the Companys Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 125,000,000 to 250,000,000 shares (the Share Increase Certificate of
Amendment), and (iii) a Restated Certificate of Incorporation of the Company, integrating all amendments to date to the Companys Restated Certificate of Incorporation pursuant to Section 245 of the Delaware General Corporation
Law. The foregoing certificates were filed with the Secretary of State of the State of Delaware on April 25, 2019 and were effective as of such date.
In addition, in connection with the Special Meeting Certificate of Amendment described above, the Companys proposed Amendment No. 3
(the Bylaws Amendment) to the Amended and Restated Bylaws, as amended, of the Company (the Bylaws), as previously approved by the Companys Board of Directors subject to the approval by the stockholders of the Special
Meeting Certificate of Amendment, became effective. As described in the Companys Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 21, 2019, the Bylaws Amendment amends Article I,
Section 1.3, Section 1.10(a) and Section 1.10(b) of the Bylaws to establish the procedural and disclosure requirements applicable to stockholders seeking to exercise the right to request a special meeting of the stockholders.
The foregoing descriptions of the Special Meeting Certificate of Amendment, the Share Increase Certificate of Amendment, the Restated
Certificate of Incorporation and Bylaws Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the exhibits attached hereto and incorporated by reference herein.
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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As of March 1, 2019, the record date for the Annual Meeting, 106,304,442 shares of the Companys common stock were issued and outstanding. A summary
of the matters voted upon by stockholders at the Annual Meeting is set forth below.
1. The Companys stockholders
re-elected
the four persons listed below as Class III directors, each to serve until the Companys 2022 annual meeting of stockholders or until his or her successor is duly elected and qualified. The
voting results were as follows:
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Votes For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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Margaret A. Hamburg, M.D.
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93,835,622
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163,961
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30,300
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5,368,857
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Steven M. Paul, M.D.
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63,881,223
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30,118,783
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29,877
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5,368,857
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Colleen F. Reitan
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93,916,036
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78,010
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35,837
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5,368,857
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Amy W. Schulman
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91,001,963
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2,939,880
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88,040
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5,368,857
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The terms of office of the following directors continued after the Annual Meeting:
Dennis A. Ausiello, M.D.
Michael W. Bonney
Marsha H. Fanucci
John M. Maraganore, Ph.D.
David E.I. Pyott
Paul R. Schimmel, Ph.D.
Phillip A. Sharp, Ph.D.
2
2. The Companys stockholders approved the Special Meeting Certificate of Amendment. The voting results
were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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93,882,606
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128,808
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18,469
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5,368,857
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3. The Companys stockholders approved the Share Increase Certificate of Amendment. The voting results were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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97,821,364
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1,470,784
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106,592
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0
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4. The Companys stockholders approved the Amendment to the Companys 2018 Stock Incentive Plan. The voting results
were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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73,865,422
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20,130,150
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34,311
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5,368,857
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5. The Companys stockholders approved, in a
non-binding
advisory vote, the
compensation of the Companys named executive officers. The voting results were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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92,025,010
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1,961,490
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43,383
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5,368,857
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6. The Companys stockholders ratified the appointment by the Companys Board of Directors of PricewaterhouseCoopers
LLP as the Companys independent auditors for the fiscal year ending December 31, 2019. The voting results were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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98,854,644
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510,404
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33,692
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0
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
3
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.
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ALNYLAM PHARMACEUTICALS, INC.
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Date: April 26, 2019
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By:
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/s/ Laurie B. Keating
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Laurie B. Keating
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Executive Vice President, Chief Legal Officer and Secretary
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