Neurocrine Biosciences Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$NBIX
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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 21, 2025
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||||||
| of Incorporation) | File Number) | Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(858 ) 617-7600
(Registrant’s telephone number, including area code)
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:
Securities registered pursuant to Section 12(b) of the Act:
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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 ☐
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As discussed below in Item 5.07, Neurocrine Biosciences, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders approved: (i) the Company’s 2025 Equity Incentive Plan (the “2025 Plan”), and (ii) an amendment and restatement of the Company’s 2018 Employee Stock Purchase Plan (the “Amended and Restated ESPP”). A summary of the material terms of the 2025 Plan and the Amended and Restated ESPP is set forth in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 9, 2025, and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 21, 2025, the Company held its Annual Meeting. As of the close of business on March 24, 2025, the record date for the Annual Meeting, there were 98,938,234 shares of common stock entitled to vote, of which there were 90,434,193 shares present at the Annual Meeting in person or by proxy. At the Annual Meeting, stockholders voted on five matters: (i) the election of four Class II Directors for a term of three years expiring at the 2028 Annual Meeting of Stockholders, (ii) an advisory vote on the compensation paid to the Company’s named executive officers, (iii) the approval of the 2025 Plan, (iv) the approval of the Amended and Restated ESPP, and (v) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The voting results were as follows:
•Election of four Class II Directors for a term of three years expiring at the 2028 Annual Meeting of Stockholders.
Votes For | Votes Withheld | Broker Non-votes | ||||||||||||||||||||||||
Kyle W. Gano, Ph.D. | 84,346,100 | 1,382,673 | 4,705,420 | |||||||||||||||||||||||
Richard F. Pops | 72,919,088 | 12,809,685 | 4,705,420 | |||||||||||||||||||||||
Shalini Sharp | 79,466,551 | 6,262,222 | 4,705,420 | |||||||||||||||||||||||
Stephen A. Sherwin, M.D. | 79,505,052 | 6,223,721 | 4,705,420 | |||||||||||||||||||||||
The four nominees for Class II Director were elected. The Class III Directors, Kevin C. Gorman, Ph.D., Gary A. Lyons, and Johanna Mercier, will continue in office until the 2026 Annual Meeting of Stockholders or until their earlier death, resignation or removal. The Class I Directors, William H. Rastetter, Ph.D., George J. Morrow, Leslie V. Norwalk, and Christine A. Poon, will continue in office until the 2027 Annual Meeting of Stockholders, or until their earlier death, resignation or removal.
•An advisory vote on the compensation paid to the Company’s named executive officers.
Votes For | Votes Against | Abstentions | Broker Non-votes | |||||||||||||||||
77,981,925 | 6,070,336 | 1,676,512 | 4,705,420 | |||||||||||||||||
The compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, was approved on an advisory basis.
•Approval of the 2025 Plan.
Votes For | Votes Against | Abstentions | Broker Non-votes | |||||||||||||||||
72,648,862 | 12,884,104 | 195,807 | 4,705,420 | |||||||||||||||||
The 2025 Plan was approved.
•Approval of the Amended and Restated ESPP.
Votes For | Votes Against | Abstentions | Broker Non-votes | |||||||||||||||||
85,402,588 | 138,042 | 188,143 | 4,705,420 | |||||||||||||||||
The Amended and Restated ESPP was approved.
•Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Votes For | Votes Against | Abstentions | Broker Non-votes | |||||||||||||||||
85,019,349 | 5,179,700 | 235,144 | — | |||||||||||||||||
The appointment of Ernst & Young LLP was ratified.
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.
| NEUROCRINE BIOSCIENCES, INC. | |||||
| Dated: May 22, 2025 | /s/ Darin M. Lippoldt | ||||
| Darin M. Lippoldt | |||||
| Chief Legal Officer | |||||