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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 17, 2021

 

Heron Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-33221

 

94-2875566

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

4242 Campus Point Court, Suite 200, San Diego, CA

 

92121

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (858) 251-4400

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 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, par value $0.01 per share

 

HRTX

 

The Nasdaq Capital 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.

 

On June 17, 2021, Heron Therapeutics, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”).

 

Five proposals were voted on at the Annual Meeting: (1) the election of five director nominees: Barry Quart, Pharm.D., Stephen Davis, Craig Johnson, Kimberly Manhard and Christian Waage, to serve until the 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (2) the ratification of the appointment of OUM & Co. LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021; (3) an advisory vote to approve compensation paid to the Company’s Named Executive Officers during the year ended December 31, 2020; (4) an amendment to the Company’s 2007 Amended and Restated Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder from 25,800,000 to 27,800,000; and (5) an amendment to the Company’s 1997 Employee Stock Purchase Plan, as amended to increase the number of shares of common stock authorized for issuance thereunder from 775,000 to 975,000.

 

Only stockholders of record as of the close of business on April 20, 2021 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, 91,674,565 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 78,349,126 shares of common stock of the Company were represented in person and by proxy constituting a quorum for the Annual Meeting. As set forth below, all five proposals voted on at the Annual Meeting were approved by the stockholders entitled to vote thereon.

 

The votes with respect to each of the proposals are set forth below.

 

Election of five director nominees to serve until the 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualified:

 

Name of Director Nominee

 

For

 

Against

 

 

Abstain

 

Broker

Non-Votes

Barry Quart, Pharm.D.

 

64,152,228

 

2,445,302

 

62,679

 

11,688,917

Stephen Davis

 

39,382,093

 

27,194,553

 

83,563

 

11,688,917

Craig Johnson

 

58,745,099

 

7,831,118

 

83,992

 

11,688,917

Kimberly Manhard

 

56,205,355

 

10,399,437

 

55,417

 

11,688,917

Christian Waage

 

59,436,509

 

7,143,644

 

80,056

 

11,688,917

 

Ratification of the appointment of OUM & Co. LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021:

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

77,822,066

 

458,510

 

68,550

 

0

 

Advisory vote to approve compensation paid to the Company’s Named Executive Officers during the year ended December 31, 2020:

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

62,482,925

 

4,003,746

 

173,538

 

11,688,917

 

Amendment to the Company’s 2007 Amended and Restated Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder from 25,800,000 to 27,800,000:

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

61,537,874

 

5,041,847

 

80,488

 

11,688,917

 

Amendment to the Company’s 1997 Employee Stock Purchase Plan, as amended to increase the number of shares of common stock authorized for issuance thereunder from 775,000 to 975,000:

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

65,701,782

 

902,490

 

55,937

 

11,688,917

 

*            *            *

 


 

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.

 

 

 

 

Heron Therapeutics, Inc.

 

Date: June 17, 2021

 

 

/s/ David Szekeres

 

 

 

David Szekeres

Executive Vice President, Chief Operating Officer