Kite Pharmaceuticals, Inc.
Kite Pharma, Inc. (Form: 8-K, Received: 06/23/2017 17:03:57)

 

 

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 20, 2017

 

 

Kite Pharma, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36508   27-1524986

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

2225 Colorado Avenue

Santa Monica, California

  90404
(Address of principal executive offices)   (Zip Code)

(310) 824-9999

(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))

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 5.07. Submission of Matters to a Vote of Security Holders.

On June 20, 2017, Kite Pharma, Inc. (the “Company”) held its Annual Meeting of Stockholders at the Company’s offices, located at 689 Fifth Avenue, 14 th Floor, New York, New York 10022 at 8:00 a.m. local time (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 28, 2017. The following is a brief description of each matter voted upon, and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.

Proposal 1: Election of Directors

Each of the three nominees for Class III directors was elected to serve on the Company’s Board of Directors (the “Board”) until the Annual Meeting of Stockholders in 2020 or until his respective successor has been duly elected or qualified. The voting results were as follows:

 

Director Name

   Votes For      Votes
Withheld
     Broker
Non-Votes
 

Mr. Franz B. Humer

     35,363,841        1,091,692        9,798,105  

Mr. Joshua A. Kazam

     34,737,961        1,717,572        9,798,105  

Mr. Steven B. Ruchefsky

     35,396,190        1,059,343        9,798,105  

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection by the Audit Committee of the Board of Ernst &Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017. The voting results were as follows:

 

Votes For

  

Votes

Against

  

Abstentions

  

Broker
Non-Votes

45,316,543    910,615    26,480    0

Proposal 3: Consideration of Stockholder Proposal Entitled “Elect Each Director Annually”

The Company’s stockholders approved the stockholder proposal entitled “Elect Each Director Annually.” The voting results were as follows:

 

Votes For

  

Votes

Against

  

Abstentions

  

Broker
Non-Votes

29,423,200    6,964,275    68,058    9,798,105

Proposal 4: Advisory Vote on Executive Compensation

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:

 

Votes For

  

Votes

Against

  

Abstentions

  

Broker
Non-Votes

33,807,832    2,303,501    344,200    9,798,105

Proposal 5: Advisory Vote on the Frequency of Solicitation of Advisory Stockholder Approval of Executive Compensation


The Company’s stockholders approved, on an advisory basis, the frequency of every one year as the frequency preferred by stockholders for the solicitation of advisory stockholder approval of the compensation paid to the Company’s named executive officers. The voting results were as follows:

 

Votes For

1 Year

  

Votes For

2 Years

  

Votes For

3 Years

  

Abstentions

34,888,458    233,685    911,278    422,112

Consistent with the preference of the Company’s stockholders indicated by the voting results with respect to this proposal, the Company has decided to include an advisory vote on the compensation of the Company’s named executive officers every year until the next required vote on the frequency of stockholder votes on executive compensation.


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.

 

   

KITE PHARMA, INC.

(Registrant)

 

Dated: June 23, 2017

    By:  

 

/s/ Paul Jenkinson

    Name:   Paul Jenkinson
    Title:   Chief Financial Officer