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)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including Zip Code)
(626 ) 304-3400
(Registrant’s telephone number, including area code)
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(s) | Name of each exchange on which registered | ||||||||||||
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
The following proposals were submitted to the stockholders of Arrowhead Pharmaceuticals, Inc. (the “Company”) at the 2024 Annual Meeting of Stockholders held on March 14, 2024:
•To elect seven directors to serve as members of the Company’s Board of Directors until the next Annual Meeting or until their successors are elected;
•To approve, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers; and
•To ratify the selection of KPMG LLP as independent auditors of the Company for the fiscal year ended September 30, 2024.
As of January 19, 2024, the record date for the Annual Meeting, the Company had 123,838,165 shares of its common stock outstanding and entitled to vote. At the Annual Meeting 106,986,420 shares were present in person or represented by proxy and entitled to vote. Based on the votes cast in person and by proxy, each proposal passed, including the election of each director. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:
Election of Directors
| NAME | FOR | AGAINST | ABSTAIN | NON VOTES | ||||||||||
| Douglass Given | 76,397,567 | 10,968,346 | 303,938 | 19,316,569 | ||||||||||
| Michael S. Perry | 82,446,900 | 4,911,855 | 311,096 | 19,316,569 | ||||||||||
| Christopher Anzalone | 84,313,696 | 2,976,660 | 379,495 | 19,316,569 | ||||||||||
| Mauro Ferrari | 81,342,884 | 6,020,799 | 306,168 | 19,316,569 | ||||||||||
| Adeoye Olukoton | 83,526,809 | 3,815,731 | 327,311 | 19,316,569 | ||||||||||
| William Waddill | 83,279,633 | 4,079,251 | 310,967 | 19,316,569 | ||||||||||
| Victoria Vakiener | 83,354,988 | 3,975,617 | 339,246 | 19,316,569 | ||||||||||
Advisory Vote to Approve Executive Compensation
82,576,047 FOR 4,950,419 AGAINST 143,385 ABSTAIN 19,316,569 NON VOTES
Ratification of KPMG as Independent Auditors of the Company
104,057,945 FOR 2,562,563 AGAINST 365,912 ABSTAIN 0 NON VOTES
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 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 thereunto duly authorized.
Date: March 19, 2024
| ARROWHEAD PHARMACEUTICALS, INC. | ||||||||
| By: | /s/ Kenneth Myszkowski | |||||||
| Kenneth Myszkowski | ||||||||
| Chief Financial Officer | ||||||||