false
0001607678
0001607678
2024-05-21
2024-05-21
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 21, 2024
Viking Therapeutics, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-37355 46-1073877
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
9920 Pacific Heights Blvd
,
Suite 350
,
San Diego
,
California
92121
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(
858
)
704-4660
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:
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 Name of Each Exchange on Which Registered
Common Stock, par value $0.00001 per share VKTX The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933
((s)230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 ((s)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.
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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.
On May 21, 2024, Viking Therapeutics, Inc. (the "Company") held its 2024
Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting,
the Company's stockholders approved the Viking Therapeutics, Inc. 2024 Equity
Incentive Plan (the "2024 EIP") and the Viking Therapeutics, Inc. 2024
Employee Stock Purchase Plan (the "2024 ESPP"). The 2024 EIP and the 2024 ESPP
were previously approved by the Board of Directors of the Company, subject to
stockholder approval.
The 2024 EIP and the 2024 ESPP each became effective on May 21, 2024 upon
stockholder approval at the Annual Meeting. More complete summaries of the
terms of the 2024 EIP and the 2024 ESPP are set forth in the Company's
definitive proxy statement filed with the Securities and Exchange Commission
on April 5, 2024 (the "Proxy Statement") under the sections entitled "Proposal
No. 4 Approval of our 2024 Equity Incentive Plan" and in "Proposal No. 5
Approval of our 2024 Employee Stock Purchase Plan," respectively, which
description and text are incorporated herein by reference.
The foregoing description of the terms of the 2024 EIP and the 2024 ESPP and
the descriptions thereof incorporated by reference from the Proxy Statement do
not purport to be complete and are qualified in their entirety by reference to
the full text of the 2024 EIP and the 2024 ESPP, copies of which are filed as
Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form
8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 21, 2024, the Company held the Annual Meeting. Of the 110,217,994
shares of the Company's common stock outstanding as of March 28, 2024, the
record date for the Annual Meeting, 88,199,492 shares were represented at the
Annual Meeting virtually or by proxy, constituting approximately 80.1% of the
outstanding shares entitled to vote and constituting a quorum for the
transaction of business.
At the Annual Meeting, the Company's stockholders considered five proposals,
each of which is described in more detail in the Company's Proxy Statement.
Set forth below is a brief description of each proposal voted upon at the
Annual Meeting and the voting results with respect to each proposal.
Proposal No. 1.
To elect the following nominees as Class III directors to serve until the
Company's 2027 annual meeting of stockholders or until such director's
respective successor is duly elected and qualified:
Director Nominee Votes For Votes Withheld Broker Non-Votes
Brian Lian, Ph.D. 50,502,615 17,436,415 20,260,462
Lawson Macartney, Ph.D. 22,267,255 45,671,775 20,260,462
As a result, the Company's stockholders voted to elect Brian Lian, Ph.D. and
Lawson Macartney, Ph.D. as Class III directors to serve until the Company's
2027 annual meeting of stockholders or until their respective successors are
duly elected and qualified.
Proposal No. 2.
To ratify the selection of Marcum LLP as the Company's independent registered
public accounting firm for its fiscal year ending December 31, 2024:
Votes For Votes Against Abstentions
87,382,144 743,579 73,767
As a result, the Company's stockholders voted to ratify the selection of
Marcum LLP as the Company's independent registered public accounting firm for
its fiscal year ending December 31, 2024.
Proposal No. 3.
To approve, on an advisory basis, the compensation of the Company's named
executive officers as disclosed in the Proxy Statement:
Votes For Votes Against Abstentions Broker Non-Votes
63,234,707 4,510,461 193,862 20,260,462
As a result, the Company's stockholders voted to
approve, on an advisory basis, the compensation of the Company's named
executive officers as disclosed in the Proxy Statement.
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Proposal No. 4.
To approve the 2024 EIP:
Votes For Votes Against Abstentions Broker Non-Votes
48,547,615 19,279,010 112,405 20,260,462
As a result, the Company's stockholders voted to approve the 2024 EIP.
Proposal No. 5.
To approve the 2024 ESPP:
Votes For Votes Against Abstentions Broker Non-Votes
67,119,655 734,042 85,333 20,260,462
As a result, the Company's stockholders voted to approve the 2024 ESPP.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Viking Therapeutics, Inc. 2024 Equity Incentive Plan (previously filed on May 22, 2024 as Exhibit
4.2 to the Registrant's Registration Statement on Form S-8 and incorporated herein by reference).
10.2 Viking Therapeutics, Inc. 2024 Employee Stock Purchase Plan (previously filed on May 22, 2024 as Exhibit
4.6 to the Registrant's Registration Statement on Form S-8 and incorporated herein by reference).
104 Cover Page Interactive Data File (embedded
with the Inline XBRL document).
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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.
Viking Therapeutics, Inc.
Date: May 22, 2024 By: /s/ Brian Lian, Ph.D.
Brian Lian, Ph.D.
President and Chief Executive Officer
(Principal Executive Officer)
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