supn-20200615
false000135657600013565762020-06-152020-06-15


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 15, 2020
 
Supernus Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-3551820-2590184
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
9715 Key West Ave
Rockville
MD
20850
(Address of Principal Executive Offices)
(Zip Code)

 
Registrant’s telephone number, including area code: (301) 838-2500
 
Not Applicable
(Former name or former address, if changed since last report.)

  Securities registered pursuant to Section 12(b) of the Exchange Act
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, 00013565762020-06-152020-06-15


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 15, 2020
 
Supernus Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-3551820-2590184
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
9715 Key West Ave
Rockville
MD
20850
(Address of Principal Executive Offices)
(Zip Code)

 
Registrant’s telephone number, including area code: (301) 838-2500
 
Not Applicable
(Former name or former address, if changed since last report.)

  Securities registered pursuant to Section 12(b) of the Exchange Act
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.001 par value per shareSUPNThe Nasdaq Global Market

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 Instruction A.2. below):
 
☐ 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). ☐
 
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 15, 2020, Supernus Pharmaceuticals, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The definitive proxy statement pertaining to the Annual Meeting was previously filed by the Company with the Securities and Exchange Commission on April 24, 2020, and a supplement thereto was filed on May 4, 2020. As of the close of business on April 16, 2020, there were 52,537,659 shares of common stock outstanding and entitled to vote. The tabulation of votes for each proposal voted on by the stockholders was as follows:

Proposal 1: Election of Class II Directors, each to serve until the Annual Meeting of the Company in 2023.

Name
Votes For
Votes Withheld
Broker Non-Votes
Frederick M. Hudson
42,237,463
290,367
4,642,150
Charles W. Newhall, III
41,532,633
995,197
4,642,150

Proposal 2: Ratification of the appointment of KPMG LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2020.

Votes For
Votes Against
Abstain
Broker Non-Votes
47,089,148
26,239
54,593
0

Proposal 3: To approve, on a non-binding basis, the compensation paid to our named executive officers.

Votes For
Votes Against
Abstain
Broker Non-Votes
41,452,065
1,033,892
41,873
4,642,150

Proposal 4: To act upon a proposal to amend and restate the Supernus Pharmaceuticals, Inc. 2012 Equity Incentive Plan to increase the number of available shares under the plan.

Votes For
Votes Against
Abstain
Broker Non-Votes
41,041,549
1,449,817
36,464
4,642,150

Proposal 5: To act upon a proposal to amend and restate the Supernus Pharmaceuticals, Inc. 2012 Employee Stock Purchase Plan to increase the number of available shares under the plan and to make certain technical and administrative changes.

Votes For
Votes Against
Abstain
Broker Non-Votes
42,433,004
82,973
11,853
4,642,150




2

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. 

 SUPERNUS PHARMACEUTICALS, INC.
  
DATED: June 15, 2020By:/s/ Gregory S. Patrick
  Gregory S. Patrick
  Senior Vice-President and Chief Financial Officer

SUPNThe Nasdaq Global Market

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 Instruction A.2. below):
 
☐ 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). ☐
 
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 15, 2020, Supernus Pharmaceuticals, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The definitive proxy statement pertaining to the Annual Meeting was previously filed by the Company with the Securities and Exchange Commission on April 24, 2020, and a supplement thereto was filed on May 4, 2020. As of the close of business on April 16, 2020, there were 52,537,659 shares of common stock outstanding and entitled to vote. The tabulation of votes for each proposal voted on by the stockholders was as follows:

Proposal 1: Election of Class II Directors, each to serve until the Annual Meeting of the Company in 2023.

Name
Votes For
Votes Withheld
Broker Non-Votes
Frederick M. Hudson
42,237,463
290,367
4,642,150
Charles W. Newhall, III
41,532,633
995,197
4,642,150

Proposal 2: Ratification of the appointment of KPMG LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2020.

Votes For
Votes Against
Abstain
Broker Non-Votes
47,089,148
26,239
54,593
0

Proposal 3: To approve, on a non-binding basis, the compensation paid to our named executive officers.

Votes For
Votes Against
Abstain
Broker Non-Votes
41,452,065
1,033,892
41,873
4,642,150

Proposal 4: To act upon a proposal to amend and restate the Supernus Pharmaceuticals, Inc. 2012 Equity Incentive Plan to increase the number of available shares under the plan.

Votes For
Votes Against
Abstain
Broker Non-Votes
41,041,549
1,449,817
36,464
4,642,150

Proposal 5: To act upon a proposal to amend and restate the Supernus Pharmaceuticals, Inc. 2012 Employee Stock Purchase Plan to increase the number of available shares under the plan and to make certain technical and administrative changes.

Votes For
Votes Against
Abstain
Broker Non-Votes
42,433,004
82,973
11,853
4,642,150




2

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. 

 SUPERNUS PHARMACEUTICALS, INC.
  
DATED: June 15, 2020By:/s/ Gregory S. Patrick
  Gregory S. Patrick
  Senior Vice-President and Chief Financial Officer

3
 v3.20.1
Cover Page
Jun. 15, 2020
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 15, 2020
Entity Registrant Name Supernus Pharmaceuticals, Inc.
Entity Incorporation, State or Country Code DE
Entity Filer Name 001-35518
Entity Tax Identification Number 20-2590184
Entity Address, Address Line One 9715 Key West Ave
Entity Address, City or Town Rockville
Entity Address, State or Province MD
Entity Address, Postal Zip Code 20850
City Area Code 301
Local Phone Number 838-2500
Title of 12(b) Security Common Stock, $0.001 par value per share
Trading Symbol SUPN
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001356576