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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 15, 2021

 

CASI PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

  

delaware

(State or other jurisdiction of

incorporation or organization)

0-20713

(Commission File Number)

 

58-1959440

(IRS Employer Identification

No.)

 

9620 Medical Center Drive, Suite 300

Rockville, Maryland

(Address of principal executive offices)

 

20850

(Zip Code)

 

(240) 864-2600

(Registrant’s telephone number, including area code)

 

Not Applicable

(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(s)   Name of exchange on which registered
Common Stock   CASI   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.

 

CASI Pharmaceuticals, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”) on June 15, 2021. At the Annual Meeting, the Company’s stockholders considered and approved four proposals, each of which is described in more detail in the Proxy Statement. The following is a brief description of each matter voted upon at the Annual Meeting, and the final voting results for each matter, including the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter.

 

Election of Directors.  Each of Wei-Wu He, Ph.D. and Rajesh Shrotriya, MD were elected to serve as a member of the Board of Directors for a term expiring at the annual meeting of stockholders as indicated in the Proxy Statement and until his successor is duly elected and qualified, as follows:

 

Director   FOR     WITHHELD     BROKER
NON-VOTES
 
Wei-Wu He, Ph.D.     93,689,629       3,643,740       19,057,233  
Rajesh Shrotriya, M.D.     89,801,739       7,531,630       19,057,233  

 

Ratification of Independent Registered Public Accountants.  The stockholders voted to ratify the appointment of KPMG Huazhen LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, as follows:

 

FOR     116,183,328  
AGAINST     174,783  
ABSTAIN     32,491  
BROKER NON-VOTES     0  

 

Approval of the Company’s 2021 Long-Term Incentive Plan.  The stockholders voted to approve the Company’s 2021 Long-Term Incentive Plan, as follows:

 

FOR     84,550,158  
AGAINST     12,733,462  
ABSTAIN     49,749  
BROKER NON-VOTES     19,057,233  

 

 Approval of the issuance of equity compensation to the Company’s Chairman and Chief Executive Officer.  The stockholders voted to approve the issuance of equity compensation to the Company’s Chairman and Chief Executive Officer, as follows:

 

FOR     83,806,957  
AGAINST     13,471,060  
ABSTAIN     55,352  
BROKER NON-VOTES     19,057,233  

   

 

 

 

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.

 

  CASI PHARMACEUTICALS, INC.
   
  /s/ Cynthia W. Hu
  Cynthia W. Hu
  Chief Operating Officer (US), General Counsel & Secretary

 

Date: June 16, 2021