UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amendment of 2017 Omnibus Incentive Compensation Plan
Omeros Corporation (“Omeros” or the “Company”) held its 2021 Annual Meeting of Shareholders on June 11, 2021 (the “Annual Meeting”). Shareholders voting at the Annual Meeting approved a proposal to amend the Omeros Corporation 2017 Omnibus Incentive Compensation Plan (the “Plan”), by the vote set forth under Item 5.07 below.
Under the amended Plan (the “Amended Plan”), the aggregate number of shares authorized for issuance was increased by 4,000,000 shares to a total of 12,600,000 shares.
The foregoing description of the Amended Plan is qualified in its entirety by reference to the description of the Amended Plan set forth in Omeros’ definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 30, 2021 and the text of the Amended Plan, a copy of which is included herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Shareholders of record at the close of business on April 12, 2021 were entitled to vote 62,325,125 shares of common stock at the Annual Meeting. A total of 46,071,587 shares (73.9%) were represented at the Annual Meeting in person or by proxy. Set forth below is a brief description of each matter voted upon at the Annual Meeting and the final voting results for each matter.
(1) | The following individuals were elected to serve as directors by the vote set forth below. Drs. Thomas F. Bumol, Gregory A. Demopulos, and Leroy E. Hood were elected as Class III directors, each to serve until the 2024 Annual Meeting of Shareholders, or, in each case, until his successor is duly elected and qualified, or until his earlier death, resignation or removal. |
For | Against | Abstain | Broker Non-Votes | |||||
Thomas F. Bumol, Ph.D. | 27,554,017 | 2,718,868 | 79,291 | 15,719,411 | ||||
Gregory A. Demopulos, M.D. | 28,280,206 | 1,857,471 | 214,499 | 15,719,411 | ||||
Leroy E. Hood, M.D., Ph.D. | 19,966,295 | 10,307,337 | 78,544 | 15,719,411 |
(2) | Shareholders approved an amendment to the Omeros Corporation 2017 Omnibus Incentive Compensation Plan to increase the number of authorized shares by the vote set forth below. |
For | Against | Abstain | Broker Non-Votes | |||
22,621,598 | 7,543,739 | 186,839 | 15,719,411 |
(3) | Shareholders ratified the appointment of Ernst & Young LLP as Omeros’ independent registered public accounting firm for the fiscal year ending December 31, 2021 by the vote set forth below. |
For | Against | Abstain | Broker Non-Votes | |||
44,784,520 | 1,141,578 | 145,489 | — |
Item 9.01 (d) Exhibits. | Financial Statements and Exhibits. |
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Exhibit Number | Description |
10.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
OMEROS CORPORATION | ||
Date: June 16, 2021 | By: | /s/ Gregory A. Demopulos |
Gregory A. Demopulos, M.D. | ||
President, Chief Executive Officer and | ||
Chairman of the Board of Directors |