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4-Traders Homepage  >  Shares  >  OTC Bulletin Board  >  La Jolla Pharmaceutical Company    LJPCD

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LA JOLLA PHARMACEUTICAL : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders (form 8-K)

08/25/2015 | 04:41pm US/Eastern

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On August 19, 2015, La Jolla Pharmaceutical Company (the "Company") held its 2015 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved and adopted an amendment to the Company's 2013 Equity Incentive Plan (the "Plan") to increase the number of shares of common stock authorized for issuance thereunder. The amendment to the Plan was previously approved by the Company's Board of Directors.

A copy of the Plan was included as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 20, 2015 (the "Proxy Statement") in connection with the solicitation of proxies for the Annual Meeting. The terms of the Plan are hereby incorporated by reference herein.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

At the Annual Meeting, the Company's shareholders voted on the following proposals: (i) election of five directors to serve until the Company's 2016 Annual Meeting of Shareholders; (ii) ratification of Squar, Milner, Peterson, Miranda & Williamson, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2015; and (iii) approval of an amendment to the Company's 2013 Equity Incentive Plan to increase the number of shares authorized for issuance thereunder.

The number of issued and outstanding shares of common stock at the close of business on July 10, 2015, the record date for eligibility to vote at the Annual Meeting, was 15,250,840. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 13,777,799. All matters submitted to a vote of the Company's shareholders at the Annual Meeting were approved, and all director nominees were elected.

The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to each matter voted upon at the Annual Meeting are set forth below:

(i) Election of Five Directors.


Director Nominee                  Votes For    Votes Withheld
George F. Tidmarsh, M.D., Ph.D.   11,264,390       9,260
Kevin C. Tang                     10,104,155     1,169,495
Laura L. Douglass                 10,104,185     1,169,465
Craig A. Johnson                  10,096,488     1,177,162
Robert H. Rosen                   11,263,898       9,752


There were 2,504,149 broker non-votes regarding the election of directors.

(ii) Ratification of Squar, Milner, Peterson, Miranda & Williamson, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2015.

Shareholders of the Company ratified the appointment of Squar, Milner, Peterson, Miranda & Williamson, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2015.

The results of the voting on this proposal were: 13,714,040 votes for, 20,424 votes against and 43,335 votes abstained. There were no broker non-votes regarding this proposal.

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(iii) Approval of an amendment to the Company's 2013 Equity Incentive Plan to increase the number of shares authorized for issuance thereunder.

Shareholders of the Company approved an amendment to the Company's 2013 Equity Incentive Plan to increase the number of shares that are available for issuance.

The results of the voting on this proposal were: 7,680,861 votes for, 3,584,647 votes against and 8,142 votes abstained. There were 2,504,149 broker non-votes regarding this proposal.

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© Edgar Online, source Glimpses

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