0001512762false00015127622020-05-222020-05-22

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): May 22, 2020

COHERUS BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware

 

001-36721

 

27-3615821

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification Number)

333 Twin Dolphin Drive, Suite 600

Redwood City, CA 94065

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (650) 649-3530

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)

    

Name of each exchange
on which registered

Common Stock, 00015127622020-05-222020-05-22

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): May 22, 2020

COHERUS BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware

 

001-36721

 

27-3615821

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification Number)

333 Twin Dolphin Drive, Suite 600

Redwood City, CA 94065

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (650) 649-3530

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)

    

Name of each exchange
on which registered

Common Stock, $0.0001 par value per share

 

CHRS

 

The Nasdaq Global Market

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.  

 

CHRS

 

The Nasdaq Global Market

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.

Coherus BioSciences, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on May 22, 2020 virtually via the internet. On March 31, 2020, the record date, there were 70,882,994 shares of the Company’s common stock outstanding with each such share being entitled to one vote per share.

At the Annual Meeting, 62,847,211 shares of the Company’s common stock were voted in person or by proxy for the three proposals set forth below, each of which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 6, 2020.

Proposal 1. The Company’s stockholders elected by a plurality of votes cast the Class III director nominees below to the Company’s Board of Directors to hold office until the 2023 Annual Meeting of Stockholders or until their successors are elected.

 

NOMINEE

  

FOR

  

WITHHELD

  

BROKER
NON-
VOTES

Dennis M. Lanfear

  

55,625,122

  

2,301,421

  

4,920,668

Mats Wahlström

  

52,352,496

  

5,574,047

  

4,920,668

James I. Healy, M.D., Ph.D.

  

28,003,660

  

29,922,883

  

4,920,668

Proposal 2. The Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2020.

 

FOR

  

AGAINST

  

ABSTAIN

62,651,042

  

166,749

  

29,420

Proposal 3. The Company’s stockholders approved a non-binding, advisory resolution to approve the compensation of the Company’s named executive officers (a “Say on Pay” vote).

FOR

  

AGAINST

  

ABSTAIN

BROKER
NON-
VOTES

47,962,229

  

9,652,279

  

312,035

4,920,668

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 26, 2020

    

COHERUS BIOSCIENCES, INC.

By:

/s/ Jean-Frédéric Viret

Name:

Jean-Frédéric Viret

Title:

Chief Financial Officer

v3.20.1
Document and Entity Information
May 22, 2020
Document and Entity Information  
Entity Registrant Name COHERUS BIOSCIENCES, INC.
Document Type 8-K
Entity File Number 001-36721
Entity Tax Identification Number 27-3615821
Document Period End Date May 22, 2020
Entity Address, Address Line One 333 Twin Dolphin Drive,
Entity Address, Address Line Two Suite 600
Entity Address, Postal Zip Code 94065
City Area Code 650
Local Phone Number 649-3530
Written Communications false
Soliciting Material false
Pre-commencement Issuer Tender Offer false
Pre-commencement Tender Offer false
Amendment Flag false
Title of 12(b) Security Common Stock, $0.0001 par value per share
Trading Symbol CHRS
Security Exchange Name NASDAQ
Entity Incorporation, State or Country Code DE
Entity Address, City or Town Redwood City,
Entity Address, State or Province CA
Entity Emerging Growth Company false
Entity Central Index Key 0001512762