false 0000818033 0000818033 2020-06-17 2020-06-17

 

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 17, 2020

 

Heron Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-33221

 

94-2875566

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

4242 Campus Point Court, Suite 200, San Diego, CA

 

92121

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (858) 251-4400

N/A

(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 240.14d-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(s)

 

Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

HRTX

 

The Nasdaq Capital 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.

 

On June 17, 2020, Heron Therapeutics, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”).

 

Three proposals were voted on at the Annual Meeting: (1) the election of seven director nominees: Kevin Tang, Barry Quart, Pharm.D., Stephen Davis, Craig Johnson, Kimberly Manhard, John Poyhonen and Christian Waage, to serve until the 2021 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (2) the ratification of the appointment of OUM & Co. LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020; and (3) an advisory vote to approve compensation paid to the Company’s Named Executive Officers during the year ended December 31, 2019.

 

Only stockholders of record as of the close of business on April 20, 2020 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, 90,642,154 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 77,611,315 shares of common stock of the Company were represented in person and by proxy constituting a quorum for the Annual Meeting. As set forth below, all three proposals voted on at the Annual Meeting were approved by the stockholders entitled to vote thereon.

 

The votes with respect to each of the proposals are set forth below.

 

Election of seven director nominees to serve until the 2021 Annual Meeting of Stockholders and until their successors are duly elected and qualified:

 

Name of Director Nominee

 

For

 

Against

 

 

Abstain

 

Broker

Non-Votes

Kevin Tang

 

52,628,547

 

11,743,177

 

85,399

 

13,154,192

Barry Quart, Pharm.D.

 

63,092,106

 

1,304,092

 

60,925

 

13,154,192

Stephen Davis

 

46,551,124

 

17,833,842

 

72,157

 

13,154,192

Craig Johnson

 

60,864,100

 

3,523,492

 

69,531

 

13,154,192

Kimberly Manhard

 

62,959,281

 

1,431,518

 

66,324

 

13,154,192

John Poyhonen

 

58,894,116

 

5,493,921

 

69,086

 

13,154,192

Christian Waage

 

60,380,101

 

3,999,825

 

77,197

 

13,154,192

 

Ratification of the appointment of OUM & Co. LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020:

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

77,270,682

 

135,963

 

204,670

 

0

 

Advisory vote to approve compensation paid to the Company’s Named Executive Officers during the year ended December 31, 2019:

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

60,705,865

 

3,569,221

 

182,037

 

13,154,192

 

 

 

 

*            *            *

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.

 

 

 

 

Heron Therapeutics, Inc.

 

Date: June 18, 2020

 

 

/s/ David Szekeres

 

 

 

David Szekeres

Chief Legal, Business, and Administrative Officer

 

 

 

 

 

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