0001178879 false 0001178879 2022-06-08 2022-06-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 8, 2022

 

AMICUS THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   001-33497   71-0869350

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

3675 Market Street, Philadelphia, PA 19104

(Address of Principal Executive Offices, and Zip Code)

 

215-921-7600

Registrant’s Telephone Number, Including Area Code

 

(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(s)

Name of each exchange on which registered

Common Stock Par Value $0.01 FOLD NASDAQ

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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.

 

On June 8, 2022, Robert Essner informed Amicus Therapeutics, Inc. (the “Company”) that, after ten years of service as a member of the Board of Directors (the “Board”), he will be retiring from the Board, effective June 9, 2022.

 

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

 

At the 2022 Annual Meeting of Stockholders of the Company, held on June 9, 2022, the Company’s stockholders elected John F. Crowley, Michael A. Kelly, Margaret G. McGlynn, Michael G. Raab, and Glenn P. Sblendorio as Class III directors to serve a three-year term expiring at the 2025 Annual Meeting of Stockholders and until their respective successors have been elected. In addition, the stockholders (i) approved the Amended and Restated 2007 Equity Incentive Plan, (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, and (iii) approved, on an advisory basis, the compensation paid to the Company’s named executive officers. The final voting results on these matters were as follows:

 

  1. Election of Directors.

 

Nominee  Votes For  Votes
Withheld
  Broker Non-
Votes
John F. Crowley  224,863,530  10,593,104  12,962,475
Michael A. Kelly  181,987,922  53,468,712  12,962,475
Margaret G. McGlynn  229,712,998  5,743,636  12,962,475
Michael G. Raab  146,213,706  89,242,928  12,962,475
Glenn P. Sblendorio  153,289,092  82,167,542  12,962,475

 

  2. Approval of the Amended and Restated 2007 Equity Incentive Plan.

 

Votes For  Votes Against  Votes Abstain  Broker Non-Votes
220,829,080  10,524,481  653,026  12,962,475

 

  3. Ratification of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022.

 

Votes For  Votes Against  Votes Abstain  Broker Non-Votes
246,340,280  1,977,458  101,371 

 

  4. Approval, on an advisory basis, of the Company's executive compensation.

 

Votes For  Votes Against  Votes Abstain  Broker Non-Votes
227,895,801  6,892,813  668,020  12,962,475

 

   

 

 

Signature Page

 

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.

 

  AMICUS THERAPEUTICS, INC.
   
Date: June 10, 2022 By: /s/ Ellen S. Rosenberg
  Name: Ellen S. Rosenberg
  Title: Chief Legal Officer and Corporate Secretary