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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 4, 2020

 

FibroGen, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-36740

 

77-0357827

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

FibroGen, Inc.

409 Illinois Street

San Francisco, CA 94158

(Address of principal executive offices, including zip code)

(415) 978-1200

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value

FGEN

The 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.

At the 2020 annual meeting of stockholders of FibroGen, Inc. held on June 4, 2020, the stockholders voted on the three proposals listed below. The proposals are described in detail in the Company’s definitive proxy statement for the 2020 annual meeting, filed with the Securities and Exchange Commission on April 23, 2020. The results of the matters voted upon at the meeting were:

 

 

 

(1)

 

All of the Class III nominees of the Board were elected to hold office until the Company’s 2023 annual meeting of stockholders. The nominees were: (i) Enrique Conterno: 64,500,620 shares of Common Stock voted for, 304,672 withheld, and 13,608,674 broker non-votes; (ii) Thomas F. Kearns Jr.: 64,030,687 shares of Common Stock voted for, 774,605 withheld, and 13,608,674 broker non-votes; (iii) Kalevi Kurkijärvi, Ph.D.: 61,246,647 shares of Common Stock voted for, 3,558,645 withheld, and 13,608,674 broker non-votes; and (iv) Gerald Lema: 64,436,296 shares of Common Stock voted for, 368,996 withheld, and 13,608,674 broker non-votes.

 

The term of office of Class I directors Jeffrey W. Henderson, Maykin Ho, Ph.D., and James A. Schoeneck continues until the Company’s 2021 annual meeting of stockholders. The term of office of Class II directors Suzanne Blaug, Jeffrey L. Edwards, Rory B. Riggs, and Roberto Pedro Rosenkranz, Ph.D., M.B.A., continues until the Company’s 2022 annual meeting of stockholders.

 

 

(2)

 

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the 2020 definitive proxy statement: 63,860,909 shares of Common Stock voted for, 816,731 against, and 127,652 abstaining.

 

 

(3)

 

The stockholders ratified the selection by the Audit Committee of the Board of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2020: 77,824,199 shares of Common Stock voted for, 308,758 against, and 281,009 abstaining.

 


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.

 

 

FIBROGEN, INC.

Dated: June 9, 2020

 

 

By:

 

/s/ Michael Lowenstein

 

 

 

Michael Lowenstein

 

 

 

Chief Legal Officer

 

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