SEC Form 8-K filed by Catalyst Pharmaceuticals Inc.

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 20, 2025

 

CATALYST PHARMACEUTICALS, INC.

(Exact Name Of Registrant As Specified In Its Charter)

 

 

Delaware		001-33057		76-0837053
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

355 Alhambra Circle
Suite 801
Coral Gables, Florida		33134
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (305) 420-3200

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 CFR240.14d-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		Name of Exchange on Which Registered		Ticker Symbol
Common Stock, par value $0.001 per share		NASDAQ Capital Market		CPRX

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the Company’s 2025 Annual Meeting of Stockholders held on May 20, 2025 (“Annual Meeting”), Richard J. Daly, Patrick J. McEnany, Donald A. Denkhaus, Molly Harper, Tamar Thompson, and David S. Tierney were elected to the Company’s Board of Directors (“Board”) to serve until the 2026 Annual Meeting of Stockholders or until their successor is duly elected and qualified, or until their earlier death, resignation or removal.

As previously reported, Charles B. O’Keeffe, an independent member of the Board, did not stand for re-election at the Annual Meeting. Mr. O’Keeffe had been a member of the Board since December 2004. His decision to retire from the Board was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

Item 5.07

Submission of Matters to a Vote of Security Holders

The final voting results on the matters considered at the Annual Meeting were as follows:

 

1.	Election of Directors:

 

Name		Votes For				Votes Against				Votes Abstained				Broker Non-Votes
Richard J. Daly			87,947,782				1,372,592				102,057				11,793,160
Patrick J. McEnany			82,282,446				7,039,324				100,661				11,793,160
Donald A. Denkhaus			87,993,958				1,329,212				99,261				11,793,160
Molly Harper			88,259,042				1,040,685				122,704				11,793,160
Tamar Thompson			85,761,231				3,562,397				98,803				11,793,160
David S. Tierney			84,527,122				4,751,403				143,906				11,793,160

 

2.	Approval of an amendment to our 2018 Stock Incentive Plan:

 

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
85,350,862		3,975,602		95,967		11,793,160

 

3.	Approval, on an advisory basis, of the 2024 compensation of our named executive officers:

 

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
82,734,939		6,484,020		203,472		11,793,160

 

4.	Ratification of the selection of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

 

Votes For		Votes Against		Votes Abstained
99,942,142		1,211,668		61,781

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: May 23, 2025

 

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