8-K 1 d940607d8k.htm FORM 8-K Form 8-K

 

 

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 5, 2020

 

 

SIENTRA, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36709   20-5551000

(State or other jurisdiction

of incorporation)

 

(Commission File

Number)

 

(I.R.S. Employer

Identification No.)

420 South Fairview Avenue, Suite 200

Santa Barbara, CA 93117

(Address of principal executive offices, with zip code)

(805) 562-3500

(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 (see General Instruction A.2.):

 

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   SIEN   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 (§ 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.

Sientra, Inc. (“Sientra”) held its 2020 Annual Meeting of Stockholders on June 5, 2020 (the “Annual Meeting”), at which a total of 38,574,666 shares of Sientra common stock, or approximately 77% of the shares entitled to vote, were represented in person or by valid proxies. A description of each matter voted upon at the Annual Meeting is described in detail in Sientra’s definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2020. Set forth below are final voting results for the two proposals that were subject to a vote of Sientra’s stockholders at the Annual Meeting.

1. For the proposal to elect two nominees for director to serve a three-year term expiring at Sientra’s 2023 Annual Meeting of Stockholders, the voting results were as follows:

 

Name of Directors Elected    For      Withheld     

Broker

Non-Votes

 

Kevin O’Boyle

     18,960,182        6,453,293        13,161,191  

Caroline Van Hove

     23,133,789        2,279,686        13,161,191  

The following individuals are continuing directors with terms expiring at Sientra’s 2021 Annual Meeting of Stockholders: Jeffrey M. Nugent, Philippe A. Schaison and Keith J. Sullivan.

The following individuals are continuing directors with terms expiring at Sientra’s 2022 Annual Meeting of Stockholders: Nicholas Simon and Mary M. Fisher.

 

2.

For the proposal to ratify KPMG LLP as Sientra’s independent registered public accounting firm for the fiscal year ending December 31, 2020, the voting results were as follows:

 

For   Against   Abstain

37,932,498

  623,578   18,590

 

3.

For the proposal to approve, on a non-binding advisory basis, the compensation of Sientra’s named executive officers, the voting results were as follows:

 

For   Against   Abstain  

Broker

Non-Votes

21,246,695

  4,102,527   64,253   13,161,191

 

4.

For the proposal to approve, on a non-binding advisory basis, on the frequency of future advisory votes on Sientra’s named executive officers’ compensation, the voting results were as follows:

 

One Year   Two Years   Three Years   Abstain   Broker
Non-Votes

25,085,299

  22,184   47,523   258,469   13,161,191

No other matters were presented for stockholder approval at the Annual Meeting.


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.

 

    SIENTRA, INC.
Date: June 9, 2020     By:   /s/ Jeffrey M. Nugent
      Jeffrey M. Nugent
      Chairman of the Board of Directors and Chief Executive Officer