Current Report Filing (8-k)
21 Juni 2021 - 10:16PM
Edgar (US Regulatory)
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12/31
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2021-06-17
2021-06-17
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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 17, 2021
ALBIREO
PHARMA, INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of
incorporation)
|
|
001-33451
(Commission File
Number)
|
|
90-0136863
(IRS Employer
Identification No.)
|
10 Post Office Square, Suite 1000
Boston, Massachusetts
(Address of principal executive offices)
|
|
02109
(Zip Code)
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(857) 254-5555
Registrant’s telephone number, including
area code
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 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)
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Name of each exchange on which
registered
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Common Stock
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ALBO
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The Nasdaq Capital Market
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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 ¨
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 17, 2021, the stockholders of Albireo Pharma,
Inc. (“Albireo”) approved the amendment to the Albireo Pharma, Inc. 2018 Equity Incentive Plan (as amended, the “2018
Plan”). The amendment increases the number of shares of Albireo common stock authorized for issuance under the 2018 Plan by 3,000,000
shares.
A detailed summary of the material features of
the 2018 Plan is set forth in Albireo’s definitive proxy statement for its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) filed with the Securities and Exchange Commission (the “SEC”) on April 27, 2021. That summary and the foregoing
description are qualified in their entirety by reference to the text of the 2018 Plan, which is filed as Exhibit 10.1 hereto and incorporated
herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On June 17, 2021, Albireo filed a Certificate of
Amendment to its Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to increase the
number of shares of Albireo’s common stock authorized for issuance from 30,000,000 shares to 60,000,000 shares (the “Charter
Amendment”).
As disclosed in Item 5.07 of this Current Report
on Form 8-K, the Charter Amendment was approved by Albireo’s stockholders at the Annual Meeting held on June 17, 2021. The foregoing
description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of
the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated in this Item 5.03 by
reference.
Item 5.07 Submission of Matters
to a Vote of Security Holders.
On June 17, 2021, Albireo held its Annual Meeting.
At the Annual Meeting, the stockholders: (1) elected each of Ronald H.W. Cooper, Anne Klibanski, M.D. and Stephanie S. Okey, M.S., to
Albireo’s Board of Directors as a Class II directors for a term of three years to serve until the 2024 annual meeting of stockholders
and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal (“Election of
Directors”); (2) approved the Charter Amendment; (3) approved the amendment to the 2018 Plan (the “Equity Incentive Plan Amendment
Approval”); and (4) ratified the appointment of Ernst & Young LLP as Albireo’s independent registered public accounting
firm for the fiscal year ending December 31, 2021 (“Auditor Ratification”). A more complete description of each of these matters
is set forth in Albireo’s definitive proxy statement filed with the SEC on April 27, 2021.
The number of votes cast in favor or against or
withheld by the stockholders and, where applicable, the number of abstentions and the number of broker nonvotes on each of the foregoing
matters are set forth below.
1. Election of Directors
Nominee
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Shares
Voted
For
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|
Shares Voted
to Withhold
Authority
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Broker
Nonvotes
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|
Ronald H.W. Cooper
|
|
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12,579,829
|
|
|
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51,510
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|
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1,562,207
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|
Anne Klibanski, M.D.
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|
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12,535,180
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|
|
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96,159
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|
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1,562,207
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Stephanie S. Okey, M.S.
|
|
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12,561,314
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|
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70,025
|
|
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1,562,207
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|
2. Charter Amendment
Shares
Voted For
|
|
|
Shares Voted
Against
|
|
|
Shares
Abstaining
|
|
|
Broker
Nonvotes
|
|
|
13,932,569
|
|
|
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245,925
|
|
|
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15,052
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|
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-
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3. Equity Incentive Plan Amendment Approval
Shares
Voted For
|
|
|
Shares Voted
Against
|
|
|
Shares
Abstaining
|
|
|
Broker
Nonvotes
|
|
|
9,071,271
|
|
|
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3,550,846
|
|
|
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9,222
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|
|
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1,562,207
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|
4. Auditor Ratification
Shares
Voted For
|
|
|
Shares Voted
Against
|
|
|
Shares
Abstaining
|
|
|
Broker
Nonvotes
|
|
|
14,185,772
|
|
|
|
6,878
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|
|
|
896
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-
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Item 9.01 Financial
Statements and Exhibits
(d) Exhibits
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.
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ALBIREO PHARMA, INC.
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Date: June 21, 2021
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/s/ Ronald H.W. Cooper
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Ronald H.W. Cooper
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President and Chief Executive Officer
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