0001285819false00012858192021-06-112021-06-11

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 11, 2021

OMEROS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Washington

001-34475

91-1663741

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

201 Elliott Avenue West
Seattle, WA

 

98119

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (206) 676-5000

(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 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))

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, $0.01 par value per share

OMER

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 under the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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 5.02

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.

Exhibit Number

Description

10.1

Omeros Corporation 2017 Omnibus Incentive Compensation Plan (as amended and restated effective June 11, 2021)

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