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 28, 2022
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (321 ) 939-3416
N/A
(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 (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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(Nasdaq Global Select 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 5.07 Submission of Matters to a Vote of Security Holders.
On June 28, 2022, KemPharm, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”), for the following purposes:
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to elect the nominees of the board of directors of the Company, Travis C. Mickle, Ph.D. and Tamara A. Seymour, to the Company's board of directors to hold office until the 2025 annual meeting of stockholders; and
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to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2022.
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Of the 34,422,503 shares outstanding as of the record date, 22,443,406 shares, or 65.20%, were present or represented by proxy at the 2022 Annual Meeting. At the 2022 Annual Meeting, each of Travis C. Mickle, Ph.D. and Tamara A. Seymour was re-elected as a director of the Company. Also at the 2022 Annual Meeting, the stockholders of the Company ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2022.
The final voting results on each of the matters submitted to a vote of stockholders at the 2022 Annual Meeting were as follows:
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1.
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Election of Directors
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For
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Withheld
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Broker Non-Votes
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Travis C. Mickle, Ph.D.
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9,498,695 | 950,347 | 11,994,364 | |||||||||||
| Tamara A. Seymour | 6,578,665 | 3,870,377 | 11,994,364 | |||||||||||
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For
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Against
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Abstentions
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Broker Non-Votes
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2.
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Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company's fiscal year ending December 31, 2022
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21,216,478 | 482,827 | 744,101 |
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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 thereunto duly authorized.
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KemPharm, Inc.
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Date: July 1, 2022
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By:
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/s/ R. LaDuane Clifton
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R. LaDuane Clifton, CPA
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Chief Financial Officer, Secretary and Treasurer
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