sphs20190627_8k.htm

 



 

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

 

June 27, 2019

Date of Report (Date of earliest event reported)

 

 

Sophiris Bio Inc.

(Exact name of registrant as specified in its charter)

 

 

British Columbia

 

001-36054

 

98-1008712

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer Identification No.)

of incorporation)

       

 

1258 Prospect Street

La Jolla, CA

 

92037

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (858) 777-1760

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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

Common Shares, no par value

SPHS

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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 2019 Annual General Meeting of Shareholders (the “Annual Meeting”) of Sophiris Bio Inc. (the “Company”) was held on June 27, 2019. As of April 30, 2019, the record date for the Annual Meeting, 30,217,140 common shares were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by shareholders at the Annual Meeting is set forth below.

 

Proposal 1. Election of Directors

 

The Company’s shareholders elected the six persons listed below as directors, each to serve until the Company’s 2020 Annual Meeting of Shareholders and until their successors are duly elected and qualified. The final voting results are as follows:

 

 

Votes For

 

Votes
Withheld

 

Broker
Non-Votes

Lars Ekman, Ph.D., M.D.

 

3,290,142

 

1,628,691

 

17,906,464

John (Jack) Geltosky, Ph.D.

 

3,932,876

 

985,957

 

17,906,464

Jim Heppell

 

3,247,987

 

1,670,846

 

17,906,464

Allison Hulme, Ph.D.

 

3,283,378

 

1,635,455

 

17,906,494

Gerald T. Proehl

 

 3,343,660

 

1,575,173

 

17,906,494

Randall E. Woods

 

3,238,124

 

1,680,709

 

17,906,494

 

Proposal 2. Advisory Vote on Executive Compensation

 

The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the Annual Meeting. The final voting results are as follows:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker
Non-Votes

3,474,287

  

1,182,139

  

262,407

  

17,906,464

 

Proposal 3. Advisory Vote on the Frequency of Solicitation of Advisory Shareholder Approval of Executive Compensation

 

The Company’s shareholders approved, on an advisory basis, every year as the preferred frequency of shareholder advisory votes on the compensation of the Company’s named executive officers. The final voting results are as follows:

 

Votes for Every Year

  

Votes for Every Two Years

  

Votes for Every Three Years

  

Abstentions

 

Broker
Non-Votes

4,309,286

  

78,882

  

182,619

  

348,046

 

17,906,494

 

Proposal 4. Appointment of Independent Registered Public Accounting Firm

 

The Company’s shareholders appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The final voting results are as follows:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker
Non-Votes

19,851,041

  

1,591,192

  

1,383,064

  

-

 


 

 

 

 

Signature

 

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.

 

 

 

Sophiris Bio Inc.

 

 

 

 

 

June 28, 2019

By:

/s/ Peter Slover

 

 

 

 

 

 

 

Name: Peter Slover

 

    Title: Chief Financial Officer