Assertio Holdings Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Assertio Holdings, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders on May 23, 2024 at 12:30 p.m. Central Time (the “Annual Meeting”).
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) At the Annual Meeting, the Company’s stockholders approved an amendment and restatement of the Company’s Amended and Restated 2014 Omnibus Incentive Plan (as so amended, the “2014 Plan”) to increase the number of shares available for issuance thereunder by 3,390,000 shares and make certain clarifications with respect to the minimum vesting requirements in the 2014 Plan as they apply to awards granted to non-employee directors.
For additional information regarding the 2014 Plan, please refer to the heading “Description of the 2014 Plan” contained in Proposal 2 of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 19, 2024 (the “Proxy Statement”).
The foregoing description and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2014 Plan, which has been filed as Exhibit 99.1 to the Company’s registration statement on Form S-8 filed on May 29, 2024.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 30, 2024, the Company’s Board of Directors (the “Board”) approved and adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”), effective immediately, in order to update Article II, Section 2.2 to clarify the stock ownership requirements in connection with a stockholder’s request to call a special meeting of stockholders.
The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed with this report as Exhibit 3.1 and incorporated into this report by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders considered and voted on the following proposals: (i) to elect the six director nominees to hold office until the 2025 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 to increase 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); (iv) to approve an amendment to the Amended and Restated Certificate of Incorporation of the Company to reflect Delaware law provisions regarding officer exculpation (Proposal 4); (v) to approve an amendment to the Amended and Restated Certificate of Incorporation of Assertio Therapeutics, Inc. (“Therapeutics”), a wholly-owned subsidiary of the Company, to eliminate the pass-through voting provision that requires approval by both the Company and the Company’s stockholders prior to certain actions being taken by or at Therapeutics (Proposal 5) and (vi) to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 6).
A summary of the final voting results for each of the six matters voted upon by the stockholders at the Annual Meeting is set forth below.
Proposal 1: The stockholders of the Company elected each of the six director nominees to serve on the Board for a term to expire at the 2025 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:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| Peter D. Staple | 40,111,675 | 3,612,710 | 304,804 | 18,030,936 | ||||||||||||
| Sravan K. Emany | 40,795,686 | 2,927,466 | 306,037 | 18,030,936 | ||||||||||||
| Sigurd C. Kirk | 40,849,191 | 2,888,003 | 291,996 | 18,030,935 | ||||||||||||
| Heather L. Mason | 41,021,508 | 2,691,152 | 316,530 | 18,030,935 | ||||||||||||
| William T. McKee | 38,466,958 | 5,243,305 | 318,925 | 18,030,937 | ||||||||||||
| Jeffrey L. Vacirca | 40,643,644 | 3,066,523 | 319,022 | 18,030,936 | ||||||||||||
Proposal 2: The stockholders of the Company approved an amendment and restatement of the Company’s Amended and Restated 2014 Omnibus Incentive Plan, including to increase the number of shares available for issuance thereunder. The votes on Proposal 2 were as follows:
| Votes For | 37,774,381 | |||
| Votes Against | 5,612,232 | |||
| Abstentions | 642,574 | |||
| Broker Non-Votes | 18,030,938 |
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 | 37,484,817 | |||
| Votes Against | 5,793,318 | |||
| Abstentions | 751,054 | |||
| Broker Non-Votes | 18,030,936 |
Proposal 4: The stockholders of the Company did not approve the amendment to the Amended and Restated Certificate of Incorporation of the Company to reflect Delaware law provisions regarding officer exculpation. Although a substantial majority of votes cast supported the proposal, the votes “For” represented less than a majority of the Company’s outstanding shares of common stock as of the record date for the Annual Meeting. The votes on Proposal 4 were as follows:
| Votes For | 37,689,702 | |||
| Votes Against | 6,053,421 | |||
| Abstentions | 286,065 | |||
| Broker Non-Votes | 18,030,937 |
Proposal 5: The stockholders of the Company did not approve the amendment to the Amended and Restated Certificate of Incorporation of Therapeutics to eliminate the pass-through voting provision that requires approval by both the Company and the Company’s stockholders prior to certain actions being taken by or at Therapeutics. Although a substantial majority of votes cast supported the proposal, the votes “For” represented less than a majority of the Company’s outstanding shares of common stock as of the record date for the Annual Meeting. The votes on Proposal 5 were as follows:
| Votes For | 41,371,946 | |||
| Votes Against | 2,296,604 | |||
| Abstentions | 360,640 | |||
| Broker Non-Votes | 18,030,935 |
Proposal 6: 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 ending December 31, 2024. The votes on Proposal 6 were as follows:
| Votes For | 59,767,065 | |||
| Votes Against | 2,030,348 | |||
| Abstentions | 262,712 | |||
| Broker Non-Votes | 0 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description |
| 3.1 | Amended and Restated Bylaws of Assertio Holdings, Inc. dated May 30, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date: May 30, 2024
| ASSERTIO HOLDINGS, INC. | |
| /s/ Sam Schlessinger | |
| Sam Schlessinger | |
| Senior Vice President, General Counsel |