0001808665false00018086652022-05-092022-05-09

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 9, 2022
 
ASSERTIO HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware   01-39294   85-0598378
(State or Other Jurisdiction of
Incorporation)		   (Commission File Number)   (IRS Employer Identification No.)
 
100 S. Saunders Road, Suite 300, Lake Forest, IL 60045
(Address of Principal Executive Offices; Zip Code)
 
(224) 419-7106
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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, $0.0001 par value   ASRT The Nasdaq Stock Market LLC
 
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 240.14d-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 2.02 Results of Operations and Financial Condition.

On May 9, 2022, Assertio Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2022.  The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
 
The information in Item 2.02 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The information contained herein shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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

The Company held its 2022 Annual Meeting on May 4, 2022 to consider and vote on the following proposals: (i) the election of five directors to hold office until the 2023 Annual Meeting of Stockholders (Proposal 1); (ii) to approve an amendment and restatement of the Company’s Amended and Restated 2014 Omnibus Incentive Plan, including an increase in the number of shares available for issuance thereunder (Proposal 2); (iii) to approve, on an advisory basis, the compensation of the Company’s named executive officers (Proposal 3); and (iv) to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2022 (Proposal 4).

A summary of the final voting results for each of the four matters voted upon by the stockholders at the 2022 Annual Meeting is set forth below.

Proposal 1: The stockholders of the Company elected each of the five nominees to serve on the Board of Directors for a term to expire at the 2023 Annual Meeting of Stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. The votes on Proposal 1 were as follows:

Shares Voted For Shares Voted Against Abstentions Broker Non-Votes
Heather L. Mason 12,305,568 467,304 138,612 12,164,804
William T. McKee 12,227,770 535,589 148,125 12,164,804
Daniel A. Peisert 12,500,124 269,884 141,476 12,164,804
Peter D. Staple 12,444,964 324,803 141,717 12,164,804
James L. Tyree 12,447,349 322,837 141,298 12,164,804

Proposal 2: The stockholders of the Company approved an amendment and restatement of the Company’s Amended and Restated 2014 Omnibus Incentive Plan, including an increase in the number of shares available for issuance thereunder. The votes on Proposal 2 were as follows:

Votes For 9,461,540
Votes Against 3,348,722
Abstentions 101,222
Broker Non-Votes 12,164,804

Proposal 3: The stockholders of the Company approved, on an advisory basis, the compensation of the Company’s named executive officers. The votes on Proposal 3 were as follows:

Votes For 11,920,778
Votes Against 862,998
Abstentions 127,708
Broker Non-Votes 12,164,804



Proposal 4: The stockholders of the Company ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2022. The votes on Proposal 4 were as follows:

Votes For 24,623,634
Votes Against 117,912
Abstentions 334,742

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 


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.
 
  ASSERTIO HOLDINGS, INC.
     
Date: May 9, 2021 By: /s/ Daniel A. Peisert
    Daniel A. Peisert
    President and Chief Executive Officer

Assertio (NASDAQ:ASRT)
Historical Stock Chart
From May 2022 to Jun 2022 Click Here for more Assertio Charts.
Assertio (NASDAQ:ASRT)
Historical Stock Chart
From Jun 2021 to Jun 2022 Click Here for more Assertio Charts.