UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
CURRENT REPORT
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Explanatory Note
This Current Report on Form 8-K/A is being filed by Harmony Biosciences Holdings, Inc. (the “Company”) as an amendment (the “Amendment”) to the Current Report on Form 8-K that the Company filed with the SEC on May 23, 2022 to announce the preliminary results of the Company’s Annual Meeting of Stockholders held on May 20, 2022 (the “2022 Annual Meeting”). This Amendment is being filed to disclose the Company’s board of directors’ (the “Board”) decision as to how frequently the Company will include a shareholder vote on the compensation of the Company’s named executive officers following the advisory vote of stockholders on this topic at the 2022 Annual Meeting.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 20, 2022, the Company held its 2022 Annual Meeting. At the Annual Meeting, stockholders voted on the following three proposals, each of which is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2022.
Proposal 1. The election of the three Class II directors listed below to serve until the Company’s 2025 annual meeting of stockholders and until their successors are duly elected and qualified.
| Votes For | % Votes For | Withheld | % Votes Withheld | Broker Non-Votes |
Juan A. Sabater | 32,902,197 | 81.03% | 7,701,273 | 18.97% | 11,327,450 |
Gary Sender | 36,685,151 | 90.35% | 3,918,319 | 9.65% | 11,327,450 |
Linda Szyper | 40,548,477 | 99.86% | 54,993 | 0.14% | 11,327,450 |
Based on the votes set forth above, each of the director nominees was duly elected.
Proposal 2. The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022.
Votes For | Votes Against | Abstain |
51,903,095 | 16,186 | 11,639 |
Based on the votes set forth above, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was duly ratified.
Proposal 3. The approval on a non-binding, advisory basis, of the frequency of future advisory votes, following the first annual meeting during which the Company holds such a vote, on the compensation of the Company’s named executive officers pursuant to the SEC’s compensation disclosure rules.
3 Years | 2 Years | 1 Year | Broker Non-Votes |
23,586,231 | 35,672 | 16,964,757 | 11,327,450 |
Based on the votes set forth above, the stockholders approved, on an advisory (non-binding) basis, that future stockholder advisory votes on the compensation of the Company’s named executive officers be held every three (3) years.
Based on the foregoing voting results and consistent with the Board’s recommendation, once an advisory vote on the compensation of the Company’s named executive officers is required to be held, the Board has determined to hold such advisory vote every three (3) years, following the first annual meeting during which the Company holds such a vote, until the next advisory vote regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers is submitted to the stockholders or the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company.
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.
HARMONY BIOSCIENCES HOLDINGS, INC. | ||
Date: September 28, 2022 | By: | /s/ John C. Jacobs |
John C. Jacobs | ||
President and Chief Executive Officer | ||